Jane Austen observed, in Sense and Sensibility, that 'people always live forever when there is an annuity to be paid them.' Increasingly, private employers with defined benefit (DB) pension plans that are designed to distribute benefits as annuities are adopting Ms. Austen's view.

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In <i>ABRY Partners V, L.P. v. F&amp;W Acquisition LLC, et al.</i>, Vice Chancellor Strine of the Delaware Court of Chancery addressed the circumstances in which a seller may contractually insulate itself in a purchase agreement from claims by the buyer for rescission and post-closing damages due to intentional misrepresentations concerning the business or assets being sold. The court held that 'when a seller intentionally misrepresents a fact embodied in a contract ' that is, when a seller lies,' Delaware public policy compels Delaware courts to disregard provisions of a contract that purport to eliminate certain remedies, including the remedy of rescission. <br>This article examines Vice Chancellor Strine's decision in ABRY and highlights some of its implications for buyers and sellers in M&amp;A transactions.

The scenario is a familiar one: An individual decides to leave his current employment and accept employment with a new employer. As it turns out, the employee has signed an agreement with the former employer restricting his or her right to compete with the former employer (non-compete agreement), prohibiting him or her from soliciting employees or customers of the former employer (non-solicitation agreement) and/or requiring him or her to maintain the confidentiality of the former employer's trade secret and/or proprietary information (confidentiality agreement). This article focuses on the risks faced by the new employer in hiring such an individual.

The proposed amendments to the Federal Rules of Civil Procedure (FRCP) make clear what most companies engaged in complex litigation are already keenly aware of: that 'electronically stored information' is not only discoverable but is essential to the discovery process.<br>The new rules set forth a series of actions related to e-discovery that both parties must abide by or risk the imposition of sanctions. While the exact impact of these new rules, set to become effective on Dec. 1, is unclear, it is safe to say that the millions of dollars spent on e-discovery last year are sure to increase as companies and their counsel struggle to adapt their practices.

You may not know about it, but it is happening: At least one, and probably more, of your business' employees has entered the 'blogosphere.' The world of blogs, or interactive diaries posted on the Internet, has expanded exponentially over the past 3 years, and 'bloggers' cannot seem to resist the urge to talk about their jobs. These sometimes quasi-journalistic postings raise a host of concerns for employers, such as protecting a hard-won public image, safeguarding confidential information, and preventing defamation of managers and co-workers. Such concerns arise because blogs can reach millions of readers long before the employer even learns about the posting.

KPMG refused to pay its employees' legal fees because the government held a 'gun to its head' and thus 'violated the Constitution it is sworn to defend.' These strong words from U.S. District Judge Lewis A. Kaplan in the KPMG tax shelter case have shaken the foundations of corporate prosecutorial policy. <i>United States v. Stein et al.</i>, 2006 WL 1735260, (S.D.N.Y. June 26, 2006).READ THE FULL STORY FROM THE ATTORNEY WHO WON THE RULING IN THE AUGUST, 2006, ISSUE, ONLINE AUGUST 1!

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Highlights of the latest insurance cases from around the country.

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Typically, when an insurer accepts an insured's tender of defense, the response letter to the insured includes a request for information regarding the insured's co-insurers, and in the context of a progressive bodily injury or property damage claim, successive insurers. The insured is obligated to provide this information pursuant to the policy's cooperation clause. The purpose for requesting this information is to determine what other insurers may potentially be responsible for sharing in the defense and indemnity of the claim.