Commercial Law

Columns & Departments

Preliminary Injunction Issued Against Franchisees That Disregarded Pricing Promotion <br>Noting New York City's Density, Court Enforces, But Limits, Restrictive Covenant<br>Presidential Executive Order Gives Ford Right to Terminate Syria Contract

Features

The duty of good faith seeks to deliver a degree of equilibrium to the inherent tension within the franchise relationship between the desire of both parties to obtain the best commercial deal for themselves and a need to have a good ongoing commercial relationship based upon a modicum of mutual trust. It is currently a topic of considerable interest in the United States as a number of states consider enacting legislation imposing a duty of good faith.

Features

Courts employ a heightened standard when companies attempt to shield their employee'in-house lawyer communications under the attorney-client privilege. The dominant reason for this scrutiny is the recognition that employees often involve in-house counsel in business and legal-related conversations, forcing courts to scrutinize whether the putatively privileged communication pertained to legal or business advice.

Features

By establishing a prearranged plan to trade their companies' stock in compliance with SEC Rule 10b5-1, corporate executives avail themselves of the only formally codified affirmative defense against a charge of insider trading. However, statistical evidence demonstrating that executives in trading plans outperform their peers by 6% to 10% have twice brought trading plans under academic and journalistic scrutiny.

Features

In late 2013, a Subway sandwich franchise in Pennsylvania was making the news for being one of the first small American businesses to accept bitcoin as payment for purchases. According to press reports, that franchise generated a lot of interest among hungry bitcoin enthusiasts, who went out of their way to visit the store. Should this be dismissed as a mere publicity stunt, or is the use of bitcoin something that deserves some thought?

Columns & Departments

Nashville Federal Court Finds Plausible Copyright Infringement Claim over "Remind Me" Phrase<br>Puerto Rico District Court Rules There Were Implied Licenses for Music Festival Artworks, But Were the Licenses Irrevocable?<br>Songwriting Income and Record Production Activity Don't Support Long-Arm Jurisdiction

Features

Oliver Wendell Holmes once wrote that "it would be a dangerous undertaking for persons trained only to the law to constitute themselves final judges of the worth of pictorial illustrations." If Holmes didn't think he could do it, which of us thinks we're up to the task? Nonetheless, this was just the challenge taken up by Judge Block of the U.S. District Court for the Eastern District of New York in <i>Cohen v. G&amp;M Realty L.P.</i>

Features

This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect on Jan. 1, 2014. It also looks at four recent decisions of interest from the Delaware courts.