Paddling Down Esopus Creek
March 26, 2007
An end-of-year (Nov. 29) Delaware Chancery Court decision, <i>Esopus Creek Value LP v. Hauf</i>, No. 2487-N (Del. Ch. Nov. 29, 2006), is receiving a great deal of attention from corporate transactional and corporate restructuring attorneys alike. In <i>Esopus</i>, the Delaware Chancery Court prevented a financially sound company that was prohibited by federal securities law from holding a shareholder vote, because it failed to meet its reporting requirements, from executing an agreement outside of bankruptcy to sell substantially all of its assets under Section 363 of the Bankruptcy Code without first obtaining common stockholder approval as required under Section 271(a) of the Delaware General Company Law ('DGCL').
Enforcement Under State Security Breach Notification Laws
March 26, 2007
Thirty-four states have enacted security breach notification laws. And Michigan passed such a law with an effective date of July 2, 2007. These laws cover the notification that a company must make in the event of a breach of security of its system with respect to computerized personal information. How are these laws enforced in the event of a violation? These laws vary in terms of enforcement and penalties, as more particularly described below. This article provides an overview of the enforcement of these laws and describes examples of penalties.
Document Discovery
March 26, 2007
In today's litigation world, corporate counsel struggle to contain the ever-increasing costs of document discovery. The explosion of electronically stored information ('ESI') is often a huge contributor to the expense of discovery. Consultants, vendors, and e-discovery software can help bring greater efficiencies and cost-savings to the process. But while there is a dizzying array of options available, they are not all created equal. Finding the right solution requires that you do your homework.
Attacking the Root of the Punitive Damages Problem
March 26, 2007
On Feb. 20, 2007, the U.S. Supreme Court issued a landmark decision on punitive damages in <i>Philip Morris USA v. Williams</i>, when it found a jury's $79.5 million punitive damage award, assessed in conjunction with $821,000 in compensatory damages for negligence and deceit in misleading a smoker to believe that smoking was safe, was unconstitutional. Instead of reducing yet another runaway punitive damage award, the 5 to 4 majority of the Court attacked the root of the problem: unfair punitive damages trial procedures. This decision may indicate that the Court, operating under Chief Justice Roberts, is considerably more aggressive in protecting the constitutional rights of punitive damage defendants than was the Rehnquist Court.
<b><i>Online Exclusive:</b></i> Internet Porn Law Ruled Unconstitutional
March 23, 2007
Congress suffered yet another setback on March 22 in its ongoing efforts to shield children from sexually explicit content on the Internet when a federal judge struck down the Child Online Protection Act, a 1998 federal law that makes it a crime for commercial Web site operators to allow children access to "harmful" material.
COPA Struck Down By Federal Judge
March 22, 2007
A federal judge sitting in Philadelphia has struck down the 1998 Child Online Protection Act ('COPA') on March 22. The Act was challenged as unconstitutionally vague by health Web sites and the American Civil Liberties Union ('ACLU').
