Quarterly State Compliance Review
February 27, 2006
At one time corporate attorneys had one type of statutory business entity to worry about -- the corporation. Now there is also the LLC, LP, LLP, LLLP and others. The statutes authorizing and governing these business entities are continually being amended by the state legislatures and interpreted by the courts. This edition of the Quarterly State Compliance Review looks at some amendments that went into effect, and court decisions that were issued, during the last 3 months.
Creating an Effective In-House Resource Guide
February 27, 2006
Living in the technology age, we are besieged by information: constant "breaking stories" on 24-hour news channels, e-mails at all hours to our handhelds, and phone calls to our cells. To remain competitive, companies have also followed the trend, providing reams of information and data to workers. As a result, employees now grapple with information overload and must evaluate and prioritize what information to read, disseminate and store, and what information to discard. This is a particularly significant problem for in-house counsel who must ensure that all employees have access to -- and know about -- information that is key to the operation of the company. More importantly, much of this information is meant to keep the company out of the courtroom and facing down litigation. So what's an in-house counsel to do?
SOX Section 404
February 27, 2006
The implementation of ' 404 of the Sarbanes-Oxley Act (SOX) is essentially complete for large public companies. Most agree it was expensive and proved an immense corporate distraction. According to Financial Executives International (FEI) 94% of executives polled reported that the cost of compliance with ' 404 far outweighed the benefits. Nevertheless, large companies were able to fund the documentation of their control structure and get on with business. Some companies even reported customer service improvements, cost-saving consolidations and streamlined operational benefits stemming from the exercise. But lost in this post-mortem is that the implementation of ' 404 is not finished. Overlooked by many is that ' 404 has yet to be implemented in one of our most important pillars of the U.S. economy, our small public companies defined as those with a market capitalization of less than $75 million.
A Guide to Landlord Lien Waivers
February 27, 2006
Businesses borrow money. Security for the repayment of a loan often includes a lien granted by the borrower to its lender on the borrower's equipment, trade fixtures and inventory ("Tenant's Property"). A lender and its borrower can expend significant time and resources negotiating the loan documents whereby the borrower grants the lender a security interest in Tenant's Property. Of course, businesses also frequently lease the space in which they conduct their operations ("Leased Premises"). If they plan to locate portions of Tenant's Property within a Leased Premises, a conflict of interests inevitably arises between the lender and the owner of the Leased Premises, <i>ie</i>, the borrower's landlord. A lender will want to obtain an unfettered right to enter the Leased Premises and remove the Tenant's Property without being deemed a trespasser or a converter of any interest of the landlord in Tenant's Property.
The Leasing Hotline
February 27, 2006
Highlights of the latest commercial leasing cases from around the country.
Best + Efforts = ?
February 27, 2006
There is a common misconception that the obligation to satisfy a "best efforts" clause requires rigorous performance, regardless of hardship or cost to the promisor. This misconception of the meaning of the term "best efforts" stems from the divergence between common parlance and jurisprudence. Considering the term in the vernacular, "best efforts" implies superlative action. Therefore, when one puts forth one's "best efforts," such action is not simply good, or better, but the best according to one's capabilities. James M. Van Vliet, Jr., <i>"Best Efforts" Promises Under Illinois Law,</i> Ill. B.J. 5 (Dec. 2000). The implication is that to satisfy a promise for "best efforts," there is no limit as to what one will do, no hardship or expense too great to satisfy the obligation. In fact, it would appear that many believe this to be the definition of "best efforts."
In the Spotlight: Outparcel Leasing and Sales ' Concepts to Consider
February 27, 2006
When leasing or selling parcels of property that are located outside of an enclosed shopping center but within the perimeter of the shopping center property (<i>eg</i>, along the interior road of the shopping center, along the peripheral boundary of the shopping center, or along shared parking fields of a shopping center), a landlord should consider several concepts that may not be considered critical issues when leasing in-line space. However, for purposes of leasing or selling outparcel locations, these concepts are not only financially important to the landlord, but also will impact the day-to-day operations of a shopping center. These concepts include parking, insurance/casualty, maintenance and repair, and signage.
CD: Media Training
February 08, 2006
Press coverage can be a gold mine for attorneys and their firms. It's essential for growing your client base. But what happens when you say the wrong thing? You could end up on the defensive. Make press coverage work for you with our online seminar, Media Training For Partners: How to Use the Press to Get more Business.
Does Product Liability Law Make Economic Sense?
February 07, 2006
Does product liability law make economic sense? Ask a random group of economists and you will get, in all probability, three basic answers: 1) yes, sort of; 2) no, sort of; and 3) maybe, it depends.
Case Notes
February 07, 2006
Highlights of the latest product liability cases from around the country.
