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Is Your Intellectual Property Portfolio Primed and Ready For A Financing Event?
March 28, 2006
A corporate lawyer must address a myriad of issues when called on to assist in a merger, acquisition or corporate financing transaction. If the company being acquired or financed has intellectual property assets, the first order of business should be to enlist the aid of IP counsel. <br>Although it is likely in transactions of this type that corporate counsel will experience some degree of sleep deficit, hopefully there will be fewer sleepless nights if an IP attorney is part of the due diligence team. Certain IP-related issues are readily dealt with by experienced corporate counsel. Frequently, however, corporate counsel lacks the time, specific IP legal expertise, or technology-specific knowledge required to identify and resolve issues involving intellectual property assets ' issues that may significantly affect the valuation of the company involved in the corporate transaction.
The Company's Right To Know v. The Anonymous Critic's Right To Remain Unknown
March 28, 2006
This question is becoming increasingly important with the proliferation of blogs and Web postings for corporate criticism ' from wakeupwal mart.com to www.googlereallysucks.blogspot.com. And whether companies and their in-house counsel pursue actions against bloggers in these cases involves more than the usual assessment of opportunity costs and the pure business interests of the company. There are limits to the rights of companies to compel an Internet Service Provider (ISP) to reveal the name of its customer, particularly when the ISP customer wishes to remain anonymous. This article explores what the courts are requiring companies to show before they will call for an ISP to divulge a blogger's identity and provides some guidelines in evaluating whether to pursue such a strategy.
Looking Ahead To The 2006 Proxy Season
March 28, 2006
As the 2006 proxy season gets underway, shareholder activism shows no signs of slowing. Over the last few years, high-profile corporate scandals and news stories about executive excess and corporate waste have compelled many investors to seek ' or demand ' a more active role in corporate governance matters of the companies they own. Now that most companies have implemented the changes required by the Sarbanes-Oxley Act of 2002 and the stock exchanges, the agenda of the shareholder activist is changing.
'Improper Benefit' Key To SEC Policy
March 28, 2006
On January 4, Securities and Exchange Commission Chairman Christopher Cox announced the SEC's unanimously adopted policy on the use of the its enforcement powers to impose monetary penalties on public companies for securities law violations. According to the policy, when deciding whether to impose fines, the SEC will focus on whether a corporation's violation provided an improper benefit to the company and its shareholders. If so, the SEC will be inclined to seek fines to deter future conduct. Conversely, the SEC will be less likely to pursue fines in cases where they would result in further harm to shareholders already injured by a corporation's actions. This article examines the new SEC policy regarding fines and its implications for corporations and shareholders.
April issue in PDF format
March 28, 2006
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The Leasing Hotline
March 28, 2006
Highlights of the latest commercial leasing cases from around the country.
Understanding the Issues in Leasing Office Space for or to Federal Governmental Entities
March 28, 2006
Several federal agencies and independent agencies and commissions have leasing authority granted by the U.S. Congress (<i>ie</i>, NASA for specific space needs; FDIC; SEC; U.S. Military for recruitment stations and other specific needs; Smithsonian Institution and others). The General Services Administration ('GSA') provides a large percentage of the commercial leasing space needs for the balance of governmental entities and certain services for even those within their own authority. The GSA has recently retained third-party brokerage firms on a national basis to assist the government in its leasing of office space. As more brokers &mdash; and, in the future, lawyers &mdash; are asked to assist the government with its space needs, an understanding of the leasing issues specific to the government is required. This article details some of these issues, and suggests ways to address them in your lease.
In the Spotlight: The Simple Use Clause ' Complex Problems Caused By a Simple Provision
March 28, 2006
Every lease has a use clause. Most get little thought or attention. Use clauses permit a tenant to do any number of things. Next question?
The Doctrine of Implied Co-Insureds
March 28, 2006
Over the past several decades, federal and state courts nationwide have heard cases where the implied co-insureds doctrine has been asserted and have come to totally different conclusions. The doctrine holds that an insurer may not bring suit by way of subrogation against a tenant who negligently or willfully causes damages to property insured under an insurance policy procured by a landlord on the ground that the tenant is a co-insured under that policy. Recently, the U.S. District Court for the Southern District of New York considered a case involving the implications of the implied co-insureds doctrine and the events of Sept. 11, 2001.
Mining Invaluable Information with MindServer Legal Enterprise Search
March 28, 2006
All law firms have invaluable information ' information about cases, precedent, contracts and clients. But in many instances, that information is not readily available. Some is locked away inside the heads of attorneys, and other types of information are stored away under obscure file names in disparate data repositories. <br>About 2 years ago, Miller, Canfield, Paddock and Stone, P.L.C. realized we were sitting on a treasure trove of such information. But there was no mechanism in place at the firm that would allow for quick, accurate and broad full-text searches to access firm-wide information and share it among lawyers and staff. So we began looking for a tool that would efficiently open up those repositories of documents and knowledge.

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