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The Superior Court of Pennsylvania recently delivered good news for franchisors and their counsel, as it expressly held 'that there are circumstances where the nature of the breach permits the aggrieved party to immediately terminate the contract despite a 'cure' provision where a franchisee commits grievous acts of dishonest conduct.' In <i>LJL Transp., Inc. v. Pilot Air Freight Corp.</i>, __ A2.d __, 2006 PA Super 176, 2006 WL 1977508 (Pa. Super, Pa. July 17, 2006) (No. 2068 EDA 2005), Judge Richard B. Klein, with Judge Maureen Lally-Green concurring, authored the opinion affirming a Northampton County trial court's order denying the franchisee's motion for summary judgment and granting the franchisor's cross-motion for summary judgment.

As goes New York, so goes the nation? Last month, the New York Court of Appeals upheld the constitutionality of a women's health act that pressures some religious-affiliated employers to either offer their employees a prescription plan that includes contraceptive coverage, or deny their workers any drug coverage at all.

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The recent wave of investigations and lawsuits involving the alleged backdating of stock options promises to become one of the most widespread corporate crises in recent years. As these allegations mount, targets of the investigations will look to their insurance companies to help pay their potentially substantial defense costs and any resulting liabilities. <br>At the same time, insurance companies will be looking for ways to minimize, or even evade entirely, their coverage obligations. As a result, targets of backdating investigations must move quickly to protect their insurance coverage.

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The composition of the modern corporate board has evolved into a complex and sophisticated governing body that places increasing demands on the lawyers. In the post Enron and Sarbanes-Oxley world, corporate boards continue to be comprised of directors with their own myriad personal and business agendas. These boards, however, have also become more mindful and responsive to watchdog agencies, and have a renewed focus on board independence, financial expertise and diversity. There is, therefore, an increased need for adaptable, experienced, and informed lawyers ' both in house as well as outside a given company ' to counsel the board and its members on these and other controversial issues. The best practices for doing so, including those addressing how to better understand the client board's structure, culture and goals, as well as the board member's personal concerns, is the subject of this piece.

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We have all run into a situation where an existing or potential client has outlined a deal management wants to do (or, in some cases, has already done), which meets the legal definition of a franchise, but the client is adamant about avoiding the real or perceived burdens of being deemed a franchisor. Establishing a franchise system may require, among other things, compliance with franchise sales laws, public disclosure of financial statements, observing contractual limitations imposed by franchise relationship laws, and enduring the public image of being a franchise. There are a variety of distribution models other than franchising available to clients for structuring envisioned expansion. However, if certain elements are involved in the proposed transaction, creation of a franchise system may become legally necessary. This article addresses the issues practitioners face in advising clients in these scenarios and explores some of the various alternatives to the franchise model and exemptions from franchise disclosure law that are available to your clients.

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As defined by the ADA, a qualifying disability is 'a physical or mental impairment that substantially limits one or more of the major life activities of such individual.' 42 U.S.C. 12102(2)(B), (C). The ADA regulations define disabilities broadly, including a specific reference to 'neurological systems, mental or psychological disorders.' (29 C.F.R ' 1630.2 (h).) Because the ADA only provides such general guidance, litigation continues to arise as parties try to refine the concepts presented in the Act, such as whether a mental disorder is a qualifying impairment, whether an employee with a qualifying mental illness can perform essential job functions, and how the limitation of a major life activity caused by a qualifying mental illness can be reasonably accommodated in the workplace.

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Both the American Bar Association and the University of California's Hastings College of the Law in San Francisco are launching initiatives aimed at helping attorneys who have stopped practicing maintain their connections and ease their transition back into the profession.

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Standards of Value: Theory and Applications, written by Jay E. Fishman, Dr. Shannon P. Pratt, and William J. Morrison, addresses the standard of value as applied in four distinct contexts: estate and gift taxation, shareholder dissent and oppression, divorce and financial reporting. The book is written in a fashion that will prove useful for judges, lawyers and practitioners to better understand the theory and conceptual underpinnings related to the various standards of value in both judicial and regulatory applications. The depth of the book in several areas reaches well beyond anything published to date with respect to how the recognized standards of value relate to these four very different purposes in application.