Business Valuation in Divorce
June 27, 2005
The question of how to value private companies in marital dissolution proceedings has been wrestled with for many years. Several valuation methods have been used, although some that are commonly used, and perhaps favored, for other valuation purposes are effectively banned from use in divorce cases due to interpretations of existing case law. Two significant valuation methods, the Guideline Public Company Method (GPC method) and the Discounted Cash Flow Method (DCF method), have been largely excluded from use in divorce cases in some states. This article addresses the GPC method, and when it would be appropriate to use. At a later date, Part Two of this article will address the DCF method.
Executive Compensation
June 27, 2005
It's no secret that for some time now, the Securities and Exchange Commission (SEC), institutional investors and shareholder services have all been dissatisfied with the opaqueness of required executive compensation disclosure in Proxy Statements under Item 402 of Regulation S-K. In fact, the SEC may soon consider revising the executive compensation disclosure rules, at least in respect of certain types of compensation disclosure that are viewed by critics of current disclosure compliance as particularly lacking in transparency and detail.
A Word from the Defense: Is Defending Vioxx a Recipe for Disaster? Take a Careful Look at Who Is Sounding the Alarm
June 14, 2005
The message from our plaintiffs' lawyer colleagues has been steady and direct: "Don't bother defending these cases — you're going to lose and you're going to lose big. Just pay us all lots of money now and save yourself a lot of pain and agony." And what other message would they send? Their goal is to reap the highest reward from the least amount of effort. Litigating every case on every level; financing and staffing hundreds of complex trials, and waiting for final appellate review of every verdict is no way to run a mass tort practice — at least not from the plaintiffs' perspective. Given this author's perspective, it makes sense to examine the options more carefully before deciding that the only way to avoid ruin is to wire massive sums into the trial bar's trust accounts.
New HSR Rules for Transactions Involving Partnerships and LLCs
June 01, 2005
Forget what you know about the Hart-Scott-Rodino Antitrust Improvements Act (HSR) and partnerships. Forget what you know about HSR and LLCs. The rules have changed ' again. The good news is that the rules make more sense, and certain exemptions to the filing requirements have been codified or expanded. The bad news is that a small number of deals that used to slide under the HSR radar may now be caught. More strategically speaking, the rules now provide more opportunities to "choose" whether your next joint venture will be subjected to substantive agency review under the HSR scheme, heightening the value of HSR counselors' advice on structure issues at early planning stages.
Baby-Boomers in Transition
May 31, 2005
Much has been written about the popular culture of the "baby-boom" generation (those born in the post WWII era and now in their 50s-60s), but not much about that age group in law firms and how to take them into account in long-term firm strategy. Part One of this article looked at a model (Model 1) with Partner A ' a full-share equity "baby-boomer" partner (BBP) and rainmaker with a substantial client base. Part Two looks at a BBP who is well-respected, and while not a great business generator, has technical skill.
Around the Firms
May 31, 2005
Ex-partners Lose Bid To Speed Funds from Fish & Neave<br>Nixon Peabody Employees On Board at Piper <br>Pillsbury Strikes Oil
Covenants Not To Compete: For Everyone At The Firm Except Attorneys?
May 31, 2005
A covenant not to compete is an increasingly popular device employers use to bind employees not to work for, or as, a direct competitor. Such covenants are most often found in employment contracts, but they can also be a separate document, signed by the employee at hiring, during employment, or upon leaving. However, in many states, a covenant not to compete cannot stand alone as a binding agreement, but must be ancillary to an employment or other type of contract that provides some benefit to the employee. <br>While covenants not to compete may be used by employers in certain court-delineated circumstances, ethical rules specifically bar the application of such restrictive covenants to attorneys.
Associate Development ' A Singular Proposal
May 31, 2005
Law firms carry on a juggling act when it comes to associate development. Associates grumble that they receive insufficient training. They worry not only about their competence to deal with their current assignments, but whether they will have marketable skills for the future. Partners find this frustrating and bewildering. Their firms have large catalogs of courses, provided both in-house and externally at significant cost to the firm. What more can associates want? <br>Is there a way to break the cycle? Sure, but someone's got to have the courage to do something different. Here's one approach.
Building and Sustaining a Marketing and Sales Culture at Your Law Firm
May 27, 2005
Getting lawyers and law firms do things differently is not an easy task and instilling a marketing mindset among lawyers is a major effort for most firms, resembling the proverbial challenge of "herding cats." <br>However, the most profitable firms are moving closer to a corporate model of governance, with institutional goals, strong leadership and streamlined governance. They are also starting to embrace marketing, recognizing the need to get closer to existing clients and invest time and resources on focused, proactive strategies to go after new ones.
