SEC Rule 14a-11
On Sept. 6, the SEC gave up the ghost on Rule 14a-11, the Commission rule that required companies to include shareholders' director nominees in company proxy materials in certain circumstances. A look at the <i>Business Roundtable</i> case.
Features
Cozen O'Connor's Landlord Disputes Firm's Complaints
Cozen O'Connor's landlord says its building is completely up to par, despite complaints from the law firm that the elevators are dangerous and do not work; the roof leaks; and the plants look shabby.
In the Spotlight: Leasing Distressed Properties
Even with major discounts, leasing commercial real estate can still be risky. The recovery of distressed built assets is not imminent, and corporate real estate (CRE) managers should beware.
Features
Demystifying the Proposed Lease Accounting Changes
They" are coming. "They" are the proposed changes to the lease accounting rules. And even if you are not an accountant, you still need to know the broader implications of these changes for leases.
Fourth Amendment Concerns in a Digital Age
Because the information obtained by means of a sealed order may become evidence in criminal actions against business entities, companies and their advisers need to understand the law, its consequences and the development of case law concerning privacy rights.
The FCPA and AML Statutes
Although criminal prosecutions under the FCPA and the U.S. anti-money laundering (AML) laws have developed differently over the years, a review of recent enforcement actions reveals that prosecutions under these criminal schemes have started to converge.
Features
Third Circuit Weighs in on the Extortion Defense to Bribery
In a recent decision in a domestic bribery case, the United States Court of Appeals for the Third Circuit, after canvassing the law relating to extortion as a defense to federal bribery charges, identified the principal reasons why extortion is so rarely raised, and even more rarely effective, as a defense.
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- Protecting Innovation in the Cyber World from Patent TrollsWith trillions of dollars to keep watch over, the last thing we need is the distraction of costly litigation brought on by patent assertion entities (PAEs or "patent trolls"), companies that don't make any products but instead seek royalties by asserting their patents against those who do make products.Read More ›
- Risks of “Baseball Arbitration” in Resolving Real Estate Disputes“Baseball arbitration” refers to the process used in Major League Baseball in which if an eligible player's representative and the club ownership cannot reach a compensation agreement through negotiation, each party enters a final submission and during a formal hearing each side — player and management — presents its case and then the designated panel of arbitrators chooses one of the salary bids with no other result being allowed. This method has become increasingly popular even beyond the sport of baseball.Read More ›
- Private Equity Valuation: A Significant DecisionInsiders (and others) in the private equity business are accustomed to seeing a good deal of discussion ' academic and trade ' on the question of the appropriate methods of valuing private equity positions and securities which are otherwise illiquid. An interesting recent decision in the Southern District has been brought to our attention. The case is <i>In Re Allied Capital Corp.</i>, CCH Fed. SEC L. Rep. 92411 (US DC, S.D.N.Y., Apr. 25, 2003). Judge Lynch's decision is well written, the Judge reviewing a motion to dismiss by a business development company, Allied Capital, against a strike suit claiming that Allied's method of valuing its portfolio failed adequately to account for i) conditions at the companies themselves and ii) market conditions. The complaint appears to be, as is often the case, slap dash, content to point out that Allied revalued some of its positions, marking them down for a variety of reasons, and the stock price went down - all this, in the view of plaintiff's counsel, amounting to violations of Rule 10b-5.Read More ›
- The DOJ's Corporate Enforcement Policy: One Year LaterThe DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.Read More ›
- The DOJ Goes Phishing: The Rise of False Claims Act Cybersecurity LitigationWhile the DOJ Civil Cyber-Fraud Initiative is still in its early stages and cybersecurity regulations are evolving, whistleblower plaintiffs have already begun leveraging the FCA to pursue alleged noncompliance with government cybersecurity requirements.Read More ›