LJN Newsletters

Unconscious bias' is a fundamental element of the EEOC's recent initiative called Eradicating Racism and Colorism from Employment (E-RACE), an enforcement effort that focuses on filing lawsuits challenging 'subtle' discrimination and educating employers. Could your organization be hit with a race discrimination lawsuit for 'unconscious bias'? How do you prevent legal liability for unconscious acts? This is a question puzzling many legal counsel as they try to protect their organizations.

Earlier this year, the French authorities signaled that a welcome change may be afoot in the tax treatment of distributions from UK LLPs under French law. (Most U.S. firms operate in France through the UK, unless they are grandfathered and in practice in France since the early 1990s.) This article discusses the scope of the ruling and its ramifications for UK firms considering a LLP conversion or those already in or contemplating alliances with French firms.

During the past year, we witnessed a marked increase in the number of law firms, both large and small, which are finding that their existing unfunded retirement plans are becoming significant, disruptive forces. The underlying problem created by these plans is that the plans result in current income being diverted to former partners, thereby reducing the compensation of the remaining active partners. Today, the combination of an expected spike in retirements related to the baby boom generation and, for many firms, greatly increased benefit exposure due to sharp increases in firm profitability that is factored into the value of retiree benefits, stand ready to test the financial viability of even the strongest firms.

In the last few decades, 'going to trial' has lost its luster. Corporate counsel and business leaders have grown wary of the risk, expense and diversion of resources associated with trials. As plaintiff lawyers availed themselves of new theories of liability and liberal discovery, courts have grown congested and the road to verdict has grown longer. Trials have become synonymous within the business community with aberrant verdicts and wasteful expenditures of time and money.

Earlier this year, Baker Hughes Inc. ascended to the top of an exclusive and prominent list, but it is one on which few companies would want be mentioned. On April 26, 2007, the Texas-based oil field products and services company announced that it was settling a federal probe alleging that it violated the Foreign Corrupt Practices Act ('FCPA'), and that it would pay fines and penalties in excess of $44 million ' the largest combined punishment under that law. It was truly one for the record books ' at least for the time being.

Famous 18th-century technology geek Benjamin Franklin once complained that 'nothing in this world is certain but death and taxes.' These days, perhaps it's certain that this quote will appear in any tax article, but if taxes were a problem for inventors in Franklin's era (and he was an accomplished inventor himself), it shouldn't be surprising that they continue to confound experts on the Internet and e-commerce today.

Credit Lyonnais Bank Nederland, N.V. v. Pathe Communications Corp. stands for the proposition that directors and officers of a Delaware corporation that is either insolvent or in the 'zone of insolvency' owe fiduciary duties to creditors as well as stockholders. In essence, Credit Lyonnais provided a 'shield' to directors against shareholder suits alleging that directors breached their duties to shareholders by acting to protect creditors. Courts around the country have adopted this view, and attorneys have become accustomed to advising boards of directors based on the assumption that this is indeed the law. The Delaware Supreme Court, in North American Catholic Educational Programming Foundation Inc. v. Gheewalla might have 'broken the shield.'

In Part One of this article, we discussed the fact that each year, the federal government spends several hundred billion dollars to obtain goods and services from corporations and other non-governmental agencies. And we warned that, via new national legislation and investigative initiatives, the attention of Capitol Hill and federal law enforcement offices nationwide is keenly focused on the prevention, detection and punishment of procurement fraud. We discussed recent scandals and prosecutions, the increase in Civil False Claims Act Qui Tam cases, and other things that can take an unwary governmental contractor unawares. We conclude herein with other areas of concern.