<b><i>Commentary: </b></i>Inequity Is Seen In Film-Rights Reversion Process
May 31, 2006
I have a lot of trouble accepting something that makes no sense simply because an attorney trying to make a point in a deal says: 'It's always done that way,' or 'Everyone does it like this.' Attorneys preparing a film contract often use this 'irrational' rationale. I am referring to the reversion clause in a contract to acquire rights in a basic work, such as a novel for a film.
Derivative Suits: Recent Developments
May 30, 2006
Numerous studies and articles document the alarming increase during the last few years in the size of settlements in securities class action lawsuits. As a result, directors, officers, insurers, brokers, and others focus almost exclusively on securities class actions when evaluating risks and structuring D&O insurance programs. Although largely ignored in that analysis, shareholder derivative lawsuits are also very important liability exposures particularly for directors since directors are named as defendants in derivative suits far more frequently than in securities class actions and since settlements and judgments in derivative suits are usually not indemnifiable by the company.
Ad Hoc Affirmative Action
May 30, 2006
Unfortunately, attempting to achieve the worthy goal of increasing workplace diversity through ad hoc decisions that advance women or minorities, often made in the absence of, or without strict adherence to, a formal affirmative action plan, can spawn claims of illegal reverse discrimination. Such claims appear to be on the rise.
The Tarnished Parachute
May 30, 2006
As American companies struggle to compete in a global market, they are increasingly considering the merits of eliminating or reducing costly retiree benefits. For many companies, the costs of these benefits have become staggering. For example, before recently announcing plans to freeze health benefits for tens of thousands of its white-collar retirees, Ford Motor Co. was facing health-care expenses of more than $3.5 billion. Its rival, General Motors, which according to recent reports owes a projected $89 billion in welfare and pension benefits to its current and future retirees, just announced that it will offer workers with 10 years' experience a payment of $140,000 and a pension, if in return these workers will leave their employment and forgo health care benefits.
The 10 Bits Of Legal Advice Every Tech Client Should Get ' On Day One
May 30, 2006
You've seen it so many times: New tech clients have great dreams. They're always sure that their invention will make millions, as soon as you, their attorney, introduce them to people who can provide the funding that will develop, market and advertise the invention.<br>Counsel, unfortunately, must play their role, and discharge their responsibilities, and end these dreams with a splash of reality. This is the way of the world: While some startup firms will taste success, most, for a host of reasons that fit each company according to the company's situation, will not. <br>So as a new client sits across your desk, what advice must you give? Below is my take on the e-commerce advice that counsel must dispense, whether or not the client wants to hear it ' including how to work best with counsel to get results at a reasonable cost.
Clearing Up Executive Compensation
May 30, 2006
In Part One, the authors summarized the SEC's proposal to revamp the rules governing the disclosure of executive and director compensation. They focused on the proposal's treatment of current compensation. Part Two picks up with a look at outstanding equity interests, covers post-employment and other types of compensation and benefits, and also discusses other effects of the proposal on corporate counsel.
Antitrust Liability For Joint Ventures
May 30, 2006
The term 'joint venture' encompasses a wide range of business combinations, some of which are simply contractual agreements between independent parties, others of which involve the creation of new entities through consolidation, and some of which involve both integration and contractual agreements. Because joint ventures comprise such a diverse array of business structures, they often defy easy characterization for antitrust purposes: Is a venture best viewed as a merger? A price-fixing agreement? Something in between? This characterization problem contributed to significant confusion in the courts over the proper scope of antitrust liability for joint ventures. <br>At one time, courts routinely declared unlawful a variety of joint ventures, many of which were plainly pro-competitive. The Supreme Court's decision in <i>Texaco, Inc. v. Dagher</i>, clarifies the application of the antitrust laws to joint ventures, and narrows the scope of potential liability for these types of business combinations.
Measuring ROI for Marketing Efforts
May 30, 2006
Management guru and author Peter Drucker said, 'If you can't measure it, you can't manage it.' So why is it that so few law firms measure their marketing efforts? Why is it that so many Chief Marketing Officers (CMOs) who are getting hammered by partners to demonstrate ROI on their efforts can't do it?
