One More Year
April 27, 2005
On March 2, 2005, the Securities and Exchange Commission granted non-accelerated filers -- companies with a public float of $75 million or less -- and foreign private issuers filing annual reports on Form 20-F or 40-F a 1-year extension for compliance with SEC rules adopted under Section 404 of the Sarbanes-Oxley Act (SOX) of 2002.
Best Practices in Offshore Outsourcing
April 27, 2005
Parties engaged in private offshore outsourcing transactions (those not involving the provision of goods or services to federal or state governments) relaxed a bit last fall when it became apparent following the November elections that short-term prospects for federal anti-offshore outsourcing legislation had dimmed. Similarly, although bills that would have placed restraints on private offshoring were introduced in many state legislatures in 2004, most of these measures either were vetoed or have expired, making it appear unlikely that any substantial state anti-offshore outsourcing measures will be put in place in the near future. This does not mean, however, that certain other federal or state statutes or administrative rules might not impact a company's proposed offshore outsourcing transaction.
Final IRS Regulations Hurt Consolidated Groups
April 27, 2005
Just when you thought you had finally mastered the complex temporary regulations issued last March regarding the reduction of tax attributes of members of an affiliated group of corporations filing consolidated income tax returns ("consolidated group" or "group") following a cancellation of the debt, the IRS has served up another dose of "March Madness." The IRS has now issued those regulations in final form and has made some significant "revisions" to the provisions of the temporary regulations that focus on how tax attributes are to be reduced when a subsidiary either ceases to be, or becomes, a member of the consolidated group. This article briefly discusses how these significant "revisions" will impact financially troubled consolidated groups.
The Debtor's 'Insolvency' for Avoidance Actions
April 27, 2005
This article focuses on the uses of the term "insolvency" in the avoidance context, including the impact of the 2004 case, <i>Heilig-Meyers Co. v. Wachovia Bank N.A. (In re Heilig-Meyers Co.)</i>, 319 B.R. 447 (Bankr. E.D. Va. 2004), which, while limiting its analysis to a preference context, sheds some light on judicial gloss on the term "insolvency" as it is used both explicitly and implicitly throughout the Code. In addition, it examines definitions of "insolvent" and the presumption of insolvency in preference actions, discusses fair valuation and going-concern valuation methodology, and looks at the standard of proof and types of evidence to establish insolvency (including retrojection and projection).
The Metamorphosis of Assignment Clauses in Bankruptcy
April 27, 2005
How is this scenario for a debtor's nightmare? You negotiate a license agreement that provides for the assignment of the agreement to successors in interest so long as they agree to be bound by the terms of the agreement. You then file a Chapter 11 bankruptcy and as a debtor in possession, seek to assume that license agreement. The other party to the contract objects to such assumption and the Bankruptcy Court says that in light of such objection you cannot assume the license agreement. You cannot reorganize without the license. You are dead.
Lease Termination Agreements: Get Out Quickly, But Carefully
April 04, 2005
Regardless of the route a landlord and tenant take to arrive at the mutual decision to terminate a lease, the final steps will require execution of a lease termination agreement. Sometimes, in their haste to get out quickly, landlords and tenants overlook many issues they should consider before signing. This article will help landlords and tenants continue to get out quickly, while preventing them from overlooking issues they should consider before executing such an agreement.
IP News
April 01, 2005
Highlights of the latest intellectual property news from around the country.
Recent Federal Circuit Opinion Highlights Risks of IP Rights in Government Contracts
April 01, 2005
In a case that should serve as a warning to firms with active intellectual property development programs and that have, or aspire to have, the federal government as a customer, the U.S. Court of Appeals for the Federal Circuit recently ruled that a government contractor that failed to properly disclose an invention developed pursuant to a government contract forfeited title and all rights to the invention and its related patent. <i>See Campbell Plastics Eng'g & Mfg., Inc. v. Brownlee</i>, No. 03-1512, 2004 U.S. App. LEXIS 23502 (Fed. Cir. Nov. 10, 2004). The case demonstrated the government's willingness to seek, and ability to obtain, the particularly harsh remedy of forfeiture.
