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The Tax Man Cometh
September 28, 2012
The tax consequence of FCPA violations is an issue U.S. law enforcement personnel are highlighting, as indicated by case filings and appearances by representatives of the IRS at FCPA conferences.
Shifting Gears
September 28, 2012
The responsible corporate officer (RCO) doctrine is now forming the basis for significant civil and administrative ramifications.
DE Court Provides Important Guidance on Indemnification of Directors and Officers
September 28, 2012
Section 145 of the Delaware General Corporation Law (DGCL ' 145) provides rules of the road for corporations to indemnify and obtain insurance to shield their directors and officers from personal liability for acts taken in their official capacities.
Less Is More in Database Discovery
September 28, 2012
In legal discovery, it is not uncommon to see production requests for a copy of an entire database instead of requests for targeted, relevant information. Is this the best path to follow?
Corporate Internal Investigations
September 28, 2012
This is the last of a three-part series giving companies a step-by-step guide for planning and conducting sensitive internal investigations into potential wrongdoing.
The JOBS Act and the Return of the Microcaps
September 28, 2012
An in-depth analysis from a leading financial expert.
Quarterly State Compliance Review
September 28, 2012
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect between Aug. 1 and Oct. 1, including amendments to Delaware's corporation, LLC and LP laws. It also looks at some recent decisions from the courts Delaware, New York and Nevada.
Pinning Your Company's Hopes on Pinterest
September 28, 2012
By sharing images and encouraging others to re-pin them, Pinterest users may inadvertently engage in copyright or trademark infringement, violate licensing agreements, or run afoul of FTC rules for commercial endorsements.
Content Distribution Online
September 27, 2012
The speed and convenience of content distribution through the Internet has long posed a threat to traditional distribution channels and challenged courts to balance the benefits of freedom of access for the public with protection of the rights of intellectual property owners. Those issues were on display when the U.S. Court of Appeals for the Second Circuit upheld a preliminary injunction against a streaming video service.
Marketing and Pinterest
September 27, 2012
Heralded as the next big thing in social media, Pinterest presents new legal risks for companies engaged in social media marketing. Here's what you need to know.

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  • Meet the Lawyer Working on Inclusion Rider Language
    At the Oscars in March, Best Actress winner Frances McDormand made “inclusion rider” go viral. But Kalpana Kotagal, a partner at Cohen Milstein Sellers & Toll had already worked for months to write the language for such provisions. Kotagal was developing legal language for contract provisions that Hollywood's elite could use to require studios and other partners to employ diverse workers on set.
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  • Private Equity Valuation: A Significant Decision
    Insiders (and others) in the private equity business are accustomed to seeing a good deal of discussion ' academic and trade ' on the question of the appropriate methods of valuing private equity positions and securities which are otherwise illiquid. An interesting recent decision in the Southern District has been brought to our attention. The case is <i>In Re Allied Capital Corp.</i>, CCH Fed. SEC L. Rep. 92411 (US DC, S.D.N.Y., Apr. 25, 2003). Judge Lynch's decision is well written, the Judge reviewing a motion to dismiss by a business development company, Allied Capital, against a strike suit claiming that Allied's method of valuing its portfolio failed adequately to account for i) conditions at the companies themselves and ii) market conditions. The complaint appears to be, as is often the case, slap dash, content to point out that Allied revalued some of its positions, marking them down for a variety of reasons, and the stock price went down - all this, in the view of plaintiff's counsel, amounting to violations of Rule 10b-5.
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