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What's Scarier Than an Agency Audit? Three Agency Audits
May 29, 2012
Misclassifying employees as "independent contractors" may put employers in triple jeopardy. (<i>See</i> article <i>infra</i> by Rosanna Sattler.)
Independent Contractor Classification
May 29, 2012
The classification of independent contractors is garnering increased attention at both state and federal agencies and courts. This article outlines some general guidelines based on recent state and federal court decisions.
Don't Bother Asking for Facebook Passwords
May 28, 2012
Social media sites may also contain relevant information not available through traditional screening tools, like criminal background checks or reference checks. But should employers ask for passwords?
The Big Three Myths (And Realities) of Non-Compete Agreements
May 28, 2012
An in-depth look at the most common myths about non-compete agreements.
Intellectual Property in M&A Transactions
May 28, 2012
To best protect their companies' interests, corporate counsel should be aware of the IP implications of every M&amp;A transaction, and should adopt a formal approach to identifying those assets and performing IP due diligence.
Litigation and Social Media
May 28, 2012
The increasing use of social networking sites has changed the discovery landscape again. This change, however, presents a positive and beneficial discovery tool for companies to use in litigation.
DE Court Provides Important Guidance on Indemnification of Directors and Officers
May 28, 2012
Although director and officer indemnification is not a new concept, there is limited judicial precedent interpreting DGCL ' 145. Thus, the recent Delaware Court of Chancery decision in <i>Hermelin v. K-V Pharmaceutical Company</i> is most welcome.
The Leasing Hotline
May 28, 2012
A look at recent litigation.
Lease Due Diligence
May 28, 2012
When negotiating a lease of a parcel that is subject to an REA, a practitioner must be aware that there are many ways that an REA can adversely impact a tenant. This article lists eight factors to consider when reviewing an REA.
In the Spotlight: Renewing a Retail Lease
May 28, 2012
This article examines the topics that should be contemplated in an amendment to an existing lease, and also discusses the manner in which these issues may be addressed.

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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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