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The MAC Clause
Before the well-meaning concept of “bring your daughter to work day” was tortured beyond recognition to now include such ridiculous notions as “bring your pet to work day,” I recall one time when my six-year-old daughter, now an accomplished lawyer herself, was sitting and coloring at my office conference table. A colleague of mine who was working on a lease document walked in and asked if I knew, or could put my hands on, the standard language for a MAC. I suppose my daughter expected to come to my work and actually assist me in the practice of law (something I would enjoy today), and before I could caution my colleague to be careful with any indiscriminate use of a standard language MAC clause, my daughter immediately volunteered, “Two all-beef patties, special sauce, lettuce, cheese, pickles, onions ' on a sesame seed bun.” Imagine my surprise when she elected to go to law school and not venture into the field of advertising!
Any reasonable review of the law surrounding interpretation of Material Adverse Change (MAC) provisions would fill a book, the basis for my comment to my colleague to use caution. This is a luxury I do not have in this limited space, but the caution remains. What follows, then, is a discussion of the big issues to focus on from a 50,000-foot altitude in the belief that you will gain an understanding of just what is at stake.'
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
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.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.