Features
Advance Notice Bylaws: 'If It Ain't Broke, Don't Fix It!'
In two recent decisions, the Delaware Court of Chancery found advance notice bylaws to be ineffective in preventing stockholders from nominating alternative director candidates without providing the requisite advance notice, indicating that any ambiguities in these bylaws will be construed against the corporation and in favor of activist stockholders.
Features
In the Courts
Recent rulings of importance to your practice.
Features
Parent Corporations and Their Subsidiaries' Liabilities: Guidelines
In February 2007 the Illinois Supreme Court in a unanimous decision held as a matter of first impression that a parent corporation could be directly liable for its negligence to the estates of two employees of its subsidiary corporation. <i>Forsythe v. Clark USA.</i> The Illinois Court relied extensively on the unanimous 1998 opinion of the U.S. Supreme Court in <i>U S v. Bestfoods.</i> Both courts limited the reach of their opinions by making explicit the common law principle that corporate shareholders are not generally liable for the acts and omissions of their subsidiaries in the absence of active involvement of the parent in those acts or omissions.
Erratum
In last month's issue, the bio note for Darryl Vernon failed to mention that he served as counsel for tenants in Riverside Syndicate, Inc. v. Munroe. We apologize for the omission.…
Bit Parts
Copyright Preemption/Unfair Competition<br>Music Publishing/Contract Interpretation<br>Rights in Band Names and Member Personas/Injunctive Relief<br>Song Copyrights/Fair Use
Health Care Fraud Redux?
At times in the past decade, health care fraud seemed to be the top priority of the DOJ. Although nationally it's now been eclipsed by corporate accountability, the DOJ has focused on health care fraud and abuse in two of the nation's largest federal prosecutors' offices: Los Angeles and Houston. The Central District of California and the Southern District of Texas ' supposedly fraud and abuse hot spots ' are setting up dedicated Medicare Fraud Task Forces based on a model that enjoyed great success in the Southern District of Florida.
Malpractice Suit over The Source Comments Proceeds
A Manhattan federal magistrate judge ruled that a client may proceed with a legal-malpractice claim against a law firm for failing to bring defamation claims on behalf of the client in a highprofile sexual harassment and discrimination case against hip-hop magazine The Source.
Need Help?
- Prefer an IP authenticated environment? Request a transition or call 800-756-8993.
- Need other assistance? email Customer Service or call 1-877-256-2472.
MOST POPULAR STORIES
- Law Firms are Reducing Redundant Real Estate by Bringing Support Services Back to the OfficeA trend analysis of the benefits and challenges of bringing back administrative, word processing and billing services to law offices.Read More ›
- Disconnect Between In-House and Outside Counsel'Disconnect Between In-House and Outside Counsel is a continuation of the discussion of client expectations and the disconnect that often occurs. And although the outside attorneys should be pursuing how inside-counsel actually think, inside counsel should make an effort to impart this information without waiting to be asked.Read More ›
- Divorce Lawyers' Obligation to ChildrenDo divorce lawyers have an obligation to disclose client confidences when it is in the best interests of the client's child to do so? The short answer of the rules of professional responsibility is 'no' because a 'yes' answer is deemed to be fundamentally inconsistent with the premises of the adversary system in which the divorce lawyer functions. The longer answer is that the rules encourage ' but do not require ' a divorce lawyer to counsel the client to authorize the disclosure because it is in the best interests of both parent and child.Read More ›
- Upping the Legal Training AnteWomble Carlyle's technology training and online learning programs were in need of an upgrade. Unprecedented firm growth, heightened emphasis on developing lawyers' core technology competencies, and a need to streamline and automate existing e-learning processes led the firm to initiate a fundamental shift.Read More ›