LJN Newsletters

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.

In March of this year, Chiquita Brands agreed to pay a $25 million criminal fine for payments it made to a paramilitary group in Colombia. The payments were made by the Colombian subsidiary of Chiquita in order to protect the company's employees from threatened violence. Unfavorable press coverage emphasized payments by Chiquita to a 'terrorist group' and downplayed the threats made to Chiquita, which prompted it to make the payments in the first place.

The liability of an Internet service provider is one of the topics that has been vigorously disputed and discussed in Germany. And given the lack of borders in cyberspace, the outcome could impact e-commerce vendors in the United States and elsewhere.

New chairman for Board of Editors.

Mover Fails to Prove Jurisdiction in Suit over Internet Site
Filesharing Ruling Against ISP Hailed As Precedent