Sarbanes-Oxley Litigation Trap?
In-house counsel focused on complying with the Sarbanes-Oxley Act should be wary of falling into a trap that could increase the business risks and liability exposure of their company and its executives.
Net News
Recent developments in Internet law and in the Internet industry.
Is Compliance with Sarbanes-Oxley <i>de facto</i> Mandatory?
In Part One of this two-part article, the author summarized the basic requirements of the Sarbanes-Oxley Act of 2002 (the Act) and demonstrated the legitimate and increasing public interest in accountability of nonprofits. In Part Two, the discussion focuses on the extent to which compliance with Act-like corporate governance standards is, <i>de facto</i>, already required of the nonprofit sector.
Recent Developments in Executive Compensation
Although executive compensation has been the subject of evolving reform for several years, the bright spotlight of public attention is now focused on this issue, due in part to the bursting of the stock market bubble, the collapse of Enron, and a number of other highly publicized corporate scandals. The image of executives enjoying excessive compensation packages as revenues and earnings decline, and stock values of the companies they manage plummet, is a dangerously common stereotype.
Indemnification and Insurance Indemnification by State Law, Charter and Contract
In addition to exculpating directors from personal liability in some cases, state corporation statutes authorize the use of corporate funds under certain circumstances to indemnify directors and officers for personal losses incurred by them in their official capacities. To varying extents, depending on the particular nature of the claim, the kinds of claims that a director may be indemnified with respect to include breach of fiduciary duty, violation of securities laws, or personal injury (<i>eg</i>, employment discrimination). Generally, the statutes require a corporation to indemnify a director for expenses incurred in the successful defense of a claim.
Selected Pitfalls to Avoid in the Sale of Refranchised Units
The sale of company units to franchisees ("refranchising") differs from a traditional asset sale because the transaction contemplates a continuous business relationship between the parties. The basic terms of this relationship should be outlined in a letter of intent and will be contained in the provisions of the various transaction documents, including the Asset Sale Agreement (ASA), related transfer documents, such as deeds, leases, subleases, assignments, bills of sale, etc., one or more franchise agreements and, if the obligation to develop additional units is part of the transaction, a development agreement. This article continues the discussion of refranchising in last month's issue by reviewing some of the issues that the parties should consider carefully as they document their on-going relationship post closing.
News Briefs
Highlights of the latest franchising news from around the country.
New Release from Time Matters
Time Matters Version 5, the latest iteration of the popular law practice management program, was released in May, 2003, and Service Release 1, which added more features, such as linking to HotDocs v. 6, was released in August.
Containing Health Insurance Cost Increases
There's no relief in sight from rising health-care costs. Hewitt Associates, of Lincolnshire, IL, projects that health care costs will increase 15.4% this year, following an average rate hike last year of 13.7%. If this trend continues, Hewitt estimates, health coverage cost will double over the next 5 years. Law firms coast-to-coast therefore continue to search for their own magic bullets. While doing so, however, they're being careful not to shoot themselves in the foot. Firms see a strong benefits package as critical to retaining and recruiting employees, and therefore take a largely conservative approach to managing health-care costs - trying to maintain generous levels of coverage while minimizing the financial blow to employees.
