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Due Diligence: Beyond the Financial Statements
December 27, 2004
Due diligence of an acquisition always begins with the careful examination of the financial statements, but now demands a complete evaluation of internal controls and transaction integrity. Unlike finely polished financial statements, internal controls and transaction integrity are hard to spin; any varnish quickly wears off when scrutinized. After living through failed acquisitions and now an increased regulatory environment, corporate risk executives are refining their due diligence processes. By measuring transaction integrity and the effectiveness of internal controls, this new due diligence provides a view into the selling company's operational discipline and overall culture for tolerating policy violations.
Business Crimes Hotline
December 27, 2004
National rulings of interest to you and your practice.
The Devil in the Details
December 27, 2004
In theory, a borrower's issuance of junior secured debt is a boon for its senior secured lender. The borrower obtains additional capital, and the claims of the junior lender against shared collateral, since "subordinated," don't diminish the senior lender's prospects for repayment. In practice, however, a senior secured lender should view proposed junior secured financing skeptically because the existence of such debt can become highly problematic for the senior lender. The key to protecting the senior lender lies in properly negotiating and documenting the intercreditor agreement with the junior lender to eliminate, or at least minimize the myriad of ways in which the junior lender's rights may, in practice, limit -- or even trump -- those of the senior lender.
In Search of the Holy Grail
December 27, 2004
<b>Part Two of a Two-Part Article.</b> In our article that appeared in last month's issue, we discussed the special rule contained in Section 382(l)(5) with respect to the use of net operating losses by a company that has restructured under the protection of the bankruptcy court. Where the stock, debt and claims against a bankrupt company are traded, companies execute lock up agreements with their stockholders or request orders from the bankruptcy court to restrict trading in the stock, debt or claims so as to protect its net operating loss carry forwards. Often, out of an excess of caution, the orders requested have been overly broad and have disrupted trading in such debt and claims. On Nov. 22, 2004, The Bond Market Association and The Loan Syndications and Trading Association announced that in a joint effort they had developed a model NOL order to address these disruptions. Part Two discusses the results.
World Trade Center Attack Held to Constitute Two Occurrences
December 23, 2004
On Dec. 6, 2004, a New York federal jury determined that the 9/11 attacks on the World Trade Center involved two "occurrences" under policies issued to leaseholder Larry Silverstein. As a result, Silverstein could get up to $1.1 billion more than if the attacks had constituted a single occurrence.
The Year in Review: Our Look Back and Look Forward
December 07, 2004
The year 2004 has been my first full year as Editor-in-Chief of this publication. While there have been challenges, there have also been some rewards. So, sit back, relax and enjoy the first half of 2004 as I present to you selected highlights of <i>Marketing the Law Firm</i> for the months January through June.
Media & Communications Corner <b>Media Relations: A Look Back and A Look Forward</b>
December 07, 2004
It continues to be a great pleasure for the media relations professionals at Jaffe Associates to contribute our viewpoints on the publicity issues and trends that all of you face each day. Since becoming regular columnists for <i>Marketing the Law Firm</i>, we have covered a number of topics that we hope have been educational and even inspirational. Here, we take a look back at these columns and tell you some of next year's topics.
A Haven For Straight Talk <b>New Year's Resolution: Kicking the Ad-diction</b>
December 07, 2004
I have a confession to make: I am occasionally wrong. There. I've said it, and I can move on. I've heard that admitting you have a problem is the first step towards a cure, and so I'm well on the road to recovery. Now it's time for our industry to admit it has a problem and take a similar step towards wellness ' Advertising.
Deploying IP Assets as Loan Collateral: An Emerging Trend
December 02, 2004
Over the last 15 years, there has been a shift toward more creativity in the monetization of intellectual property. Companies are no longer simply utilizing patents as defensive weapons in actions against aggressors in patent assertions and follow-on infringement actions. Strategic licensing securitizations and collateralizations have provided new and thoughtful approaches to effectively leverage the technology asset value inherent in patents and other IP.

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