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Highlights of the latest equipment leasing news from around the country.

Firms that want to be successful in bringing in new business must do more than simply tell prospective clients that they are better than their competition. Law firms must be able to show why they are different, and more importantly, how they will help the general counsel improve his or her bottom line. For a small to midsize firm, keeping up with the large firms who have unlimited marketing budgets can be tough. But technology is allowing small firms like ours to narrow that gap.

The number of new law firms formed by partners that have split off from existing firms is on the rise. As such, these partners, who may never have been involved in technology decisions at their previous firms, have to start from scratch in order to implement the computer systems, e-mail systems, financial and practice management software needed to conduct business.

For the industry as a whole, the economic performance of law firms in 2004 was quite good. Indeed, given the overall state of the national economy and the dire early predictions of some pundits, the performance of the industry was remarkable. Much of this positive performance was, of course, attributable to the continuing strength of litigation practices as well as, to a lesser extent, bankruptcy and reorganization activity.

Shortly after the entry of a divorce judgment, matrimonial litigants walk away with their respective pieces of the marital estate (sometimes with support or distributive payments to follow) and begin separate lives with separate interests. However, without adequate protections under the law, the value of the marital estate before that pivotal moment (and the value of each litigant's post-termination estate) could have been diminished by the actions of the other spouse. For this reason, some concept of a fiduciary obligation between spouses exists in the majority of the states. Whether in equitable distribution jurisdictions or community property jurisdictions "spouses must manage marital property with care shortly before the termination of the marriage to ensure that the full value of the marital estate gets divided justly according to the prevailing system of distribution.

Recent developments of note in the Internet industry.<br>This month:<br>Google Sues Internet Marketer Over False Ad Clicks <br>Movie Studios Take Cue From Record Industry ' File Suit against File-sharers <br>Another 761 Added To RIAA Tally <br>Perfect 10 Says Google Removes the Towel

In addition to or in lieu of broad-based tax-qualified retirement plans, employers often provide select executives or groups of executives with nonqualified deferred compensation arrangements. These "arrangements" may be in the form of a plan, a written agreement or even a clause in an employment agreement. Much like a "401(k)" tax-qualified retirement plan, these arrangements typically provide for an advance written election by the executive to defer the receipt of otherwise payable future compensation. However, unlike tax-qualified retirement plans, which by law must generally preclude the distribution of benefits prior to an event such as death, disability, retirement or separation from service with the employer maintaining the plan, many nonqualified deferred compensation arrangements have provided for far greater flexibility as to early access to plan funds. To date, the tax law has permitted nonqualified deferred compensation, along with the attendant deferral of tax revenues for the government, on the theory that it provided a tax-favored mechanism for the accumulation of additional savings for retirement. The implementation of nonqualified deferred compensation arrangements providing for distributions upon certain types of arguably foreseeable "hardships" (eg, to pay for college) or in return for a "haircut" forfeiture, cut against the notion that the revenue deferral effect on the government is outweighed by the benefit of permitting the accumulation of additional retirement funds, as these arrangements provide benefits which may not be used for purposes of retirement.

While some companies are unfamiliar with the Public Company Accounting Oversight Board (PCAOB), it has recently been making its presence known. PCAOB is a private-sector nonprofit corporation created by the Sarbanes-Oxley Act of 2002 (SOX), whose stated purpose is to "oversee the audit of public companies that are subject to the securities laws, and related matters, in order to protect the interests of investors ... " Section 101(a). Although some questioned whether PCAOB would ultimately have any real-world impact on accounting firms and the public issuers they audit, PCAOB has proven that it has the authority, ability and appetite to shape the heightened environment in which companies now operate following passage of SOX and its focus on restoring investor confidence in companies' financial reporting.

As many criminal practitioners are acutely aware, the Internal Revenue Service has recently ramped up compliance and enforcement efforts with budget increases and enhanced resources. A lesser-known component of this revitalized enforcement is the IRS Office of Professional Responsibility (OPR), which is charged with regulating professionals - mostly lawyers and accountants -- who practice before the IRS. OPR enforces ethical rules that govern practice before the Service, commonly known as "Circular 230," and may sanction practitioners who violate those rules. Because OPR matters can interact with the criminal process in many respects, conscientious white-collar practitioners and corporate tax counsel should familiarize themselves with OPR and its power over tax professionals.

In Part One, the author discussed the emergence of content aggregators and began listing the issues to watch out for when contracting with one. Part Two continues that list of the major points of an aggregator agreement.