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| The Corporate Counselor

Equity Crowdfunding

April 01, 2016 |

There has been a great deal of media attention the past several years about the JOBS Act. It has various components that do various things. The aspect of the JOBS Act that has the potential to touch the largest number of Americans is Title III (Crowdfunding).

Triple Play Status Update: Firings for Employees' Facebook Activity Unlawful

December 31, 2015 |

On Oct. 21, 2015, the United States Court of Appeals for the Second Circuit affirmed a 2014 decision by the NLRB overturning the terminations of two employees who had complained about their employer on Facebook. Here's a look at that decision.

DE Court Applies Business Judgment Rule in Reviewing LBO

September 27, 2013 |

Robust procedural protections" can achieve business judgment rule review, even where the controlling stockholder retains a material interest in the ongoing company following the buyout.

What Corporate Counsel Need to Know About Managing Deposition Costs

February 27, 2011 |

This article provides some guidance to in-house counsel as to how to better manage your outside counsel in limiting this deposition costs. This boils down to deciding who should or should not be deposed.

Professional Development: Making Retirement Relevant and Relaxing

June 24, 2010 |

If you ask most attorneys whether they have planned for their retirement, most would answer "of course." However, for the vast majority that answer would be very misleading.

A New Leadership Model Is Needed

November 24, 2009 |

Even though there are signs that the economy is starting to recover, this recession will have a far great impact on the legal profession than any previous recession in the last 70 years. Here's why.

Sarbanes-Oxley Versus The Attorney-Client Privilege

November 29, 2005 |

Ironically, the SEC and the Department of Justice, which enforce SOX's criminal provisions, appear ready to burden the traditional ethical obligations of corporate legal counselors to keep client communications confidential in an effort to police the integrity and ethics of other corporate gatekeepers. To that end, the SEC imposes certain reporting requirements on corporate counselors, attempts to preempt state ethics rules, and DOJ prosecutors routinely pressure "target" corporations to waive the attorney-client privilege to obtain "cooperation" points. Corporate counselors must be aware of those initiatives to properly balance their competing obligations.

2005 Bankruptcy Act: What Your Company Needs To Know

July 28, 2005 |

On April 20, 2005, President Bush signed into law the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (the Act). The Act made significant modifications to the United States Bankruptcy Code (11 U.S.C. Section 101, et seq.) and related federal statutes. While initial focus centered on the Act's consumer bankruptcy provisions, the Act also contains provisions that significantly impact businesses and their representatives, including officers, directors and employees.