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Features
When a business needs to raise money it may consider hiring a 'finder,' which is normally a consultant that helps the company find investors in the business. The company should proceed with caution in retaining a finder due to the regulated nature of its business, and there are several 'market' terms in a written Finder's Fee Agreement that the company should insist upon.
Features
The fallout from Hewlett-Packard's ('HP') controversial boardroom leak investigation has led to a variety of actions ' including an investigation by the California Attorney General's office and Congressional hearings on the practice of 'pretexting' ' a tactic employed by Hewlett-Packard to gain the confidential phone records of board members. Despite the considerable press attention devoted to the incident, it is an otherwise under-the-radar action by the SEC that could have the greatest long-term impact on corporate governance and compliance.
Two types of contract clauses are commonly cited when a buyer or financing source desires not to make good on its commitment. These clauses are material adverse change (MAC) clauses and termination fee clauses. Several recent cases show that good draftsmanship and a clear understanding of their intended effect are essential in heading off disputes when implementing these provisions.
This edition of the Quarterly State Compliance Review includes a look at legislation of interest to corporate lawyers, that recently went into effect in Delaware and California, and a look at recent decisions of interest dealing with derivative suits from the high courts of Delaware, New York and California.
Features
With the ever-increasing focus on security, wage and hour class actions create potential liability for a variety of employers, from airport vendors to power plants to retailers. Fortunately for these employers and others, the recent, yet limited, case law has held that such time is not compensable. Moreover, general wage and hour principles support this conclusion.
Lucent Technologies Inc. recently secured a non-prosecution agreement from the DOJ and settled an enforcement action with the SEC for conduct related to travel and entertainment expenses incurred on behalf of Chinese government officials. This article examines the Lucent settlement together with prior FCPA enforcement activity related to travel and lodging, and offers some practical advice for compliance counsel.
While most bankruptcy practitioners are familiar with the basic concepts behind the Rule 2004 exam, some are less familiar with the procedural intricacies of obtaining, conducting, and responding to the exam ' intricacies that often involve practices and procedures adapted from civil discovery that are beyond the scope of pure bankruptcy practice. This article explains.
Features
Attention, forum shoppers! The Bankruptcy Court for the Southern District of New York, long known for its ability and willingness to handle large and complex business reorganizations with (even tangential) connections to New York as the 'financial capital of the world,' recently granted a motion filed by a group of creditors to transfer venue to California.
Recently, the United States Bankruptcy Court for the District of Delaware enforced subordination provisions against certain out-of-the-money subordinated noteholders. The latter had asserted that the so-called 'x-clause' in the indenture provided them with a right to recovery under the plan of reorganization despite the fact that the senior noteholders would not be paid in full. The decision is significant for several reasons ...