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Corporate Minutes: What SOX Has Wrought
Until recently, the subject of corporate minutes seemed about as interesting — and received about as much attention — as watching paint dry (or, for those who prefer another metaphor, watching grass grow). However, for a number of reasons, the subject now receives considerable attention from the legal and corporate governance communities, and from boards of directors themselves.
Why the 'Sudden' Interest in Minutes?
The primary reason for this renewed interest is concern that inadequate or incomplete minutes can increase the exposure of directors and others — possibly including corporate secretaries — to litigation or even criminal prosecution. Section 802 of the Sarbanes-Oxley Act of 2002 (SOX) states that any person who “knowingly … conceals, covers up or falsifies, or makes a false entry in any … document with the intent to impede, obstruct or influence the investigation or proper administration of any matter … ” can be subject to fines and/or a prison term of up to 20 years. While it is debatable whether this language was intended to apply to minutes, representatives of the Justice Department's Enron Task Force have resolved any debate by publicly stating that incomplete and/or inadequate minutes can serve as the basis for prosecutions for obstruction of justice. The concerns raised by this statement have been reinforced by the trial-related publicity and intense scrutiny being given to the deliberations of the compensation committees of The Walt Disney Company and Tyco International, Ltd.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.