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Rough Justice or Fair Cop? The Reality of Anti-dilution Provisions
We need protection against dilution if you engage in future down rounds," said venture capitalists 3 years ago, not really believing that they would need to call upon this protection. However, the unexpected and significant decline in valuations for companies over recent years has focused the attention of VCs and VC-backed companies on anti-dilution provisions. In today's investment climate, VCs are not only more selective with their potential investments, but are also demanding more favorable financial and control provisions in term sheets. In particular, protection against downside risk is of much more significant importance.
Employment Essentials
Few would consider employment agreements as exciting or cutting-edge as other technology contracts. Yet they can be critical for an entrepreneur's protection during times of change. For example, an employment agreement can define what rights the founder keeps to grow the business after he sells control, or attracts investors.
The Incredible Shrinking Privilege Strategies for Corporate Criminal Defense After the Thompson Memorandum
The headlines reporting multi-million dollar corporate guilty pleas often miss a point widely understood among white-collar practitioners: The driving force behind the corporate plea is often not the merits of the government's charge, but the corporation's need to reach a global settlement resolving administrative and criminal sanctions that could put the company out of business. Considering the role of prosecutorial discretion and the draconian consequences of a corporate conviction, corporations often have little choice but to plead guilty and cooperate with the government. Recently, the feds have raised the ante in this process by defining "cooperation" to include waiving the attorney-client privilege. Thus, corporations and counsel alike are forced into a Hobson's choice where at least partial waiver may be inevitable.
Comply or Die: Corporate Record Keeping in a Digital World
Although compliance is generally thought of in a regulatory sense, every corporation that could be involved in litigation needs to consider the implications of how and what information is stored. In a sense, heavily regulated industries such as health care, securities, banking, and commodities are in a better position since the specifics of record keeping are set out in great detail. All industries that interact with the government can assume that their time will come. Other corporations may not discover whether they are adequately preserving information until they are faced with a discovery request. In either event, failure to comply can have dire financial consequences.
Confiding in the Government <b><i>Corporate Fraud Brings New Pressures to Provide Disclosure to the Government in Confidentiality and Non-waiver Agreements</b></i>
In the wake of the headline-grabbing corporate fraud scandals starting with Enron, the Justice Department earlier this year issued revised guidelines making a corporation's waiver of the attorney-client and work-product protections a factor in determining whether to charge a corporation for criminal conduct, including fraud. Under these guidelines, prosecutors may "consider" a company's willingness to identify wrongdoers, make witnesses available, disclose the results of its internal investigation and waive the attorney-client and work-product protections.
Verdicts
The latest cases of interest to your practice.
Facing the 'Expert'
<b><i>How to Take the Opposing Medical Expert Witness' Deposition: A Step-by-Step Guide</i></b>
Med Mal News
The latest news of interest to your practice.
MedBytes
Web sites of interest to you and your practice.
Why Juries Turn Against Doctors
<b><i>Cases Built on Anger</i></b> Million-dollar medical malpractice verdicts have doubled since 1996. They now make up 8% of all malpractice claims actually paid. This, at the same time that verdicts for the defense remain the norm and the number of lawsuit filings has actually fallen somewhat. Why? The quick - and partially correct - answer is that the cost of health care has skyrocketed.

MOST POPULAR STORIES

  • The 'Sophisticated Insured' Defense
    A majority of courts consider the <i>contra proferentem</i> doctrine to be a pillar of insurance law. The doctrine requires ambiguous terms in an insurance policy to be construed against the insurer and in favor of coverage for the insured. A prominent rationale behind the doctrine is that insurance policies are usually standard-form contracts drafted entirely by insurers.
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  • Abandoned and Unused Cables: A Hidden Liability Under the 2002 National Electric Code
    In an effort to minimize the release of toxic gasses from cables in the event of fire, the 2002 version of the National Electric Code ("NEC"), promulgated by the National Fire Protection Association, sets forth new guidelines requiring that abandoned cables must be removed from buildings unless they are located in metal raceways or tagged "For Future Use." While the NEC is not, in itself, binding law, most jurisdictions in the United States adopt the NEC by reference in their state or local building and fire codes. Thus, noncompliance with the recent NEC guidelines will likely mean that a building is in violation of a building or fire code. If so, the building owner may also be in breach of agreements with tenants and lenders and may be jeopardizing its fire insurance coverage. Even in jurisdictions where the 2002 NEC has not been adopted, it may be argued that the guidelines represent the standard of reasonable care and could result in tort liability for the landlord if toxic gasses from abandoned cables are emitted in a fire. With these potential liabilities in mind, this article discusses: 1) how to address the abandoned wires and cables currently located within the risers, ceilings and other areas of properties, and 2) additional considerations in the placement and removal of telecommunications cables going forward.
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