File Sharing: A Problem for Congress or the Courts?
January 01, 2004
Online digital file sharing enjoys massive popularity. Its wide use, however, threatens to destroy the interests of copyright owners. Yet, its broad consumer support and touted technological potential have raised questions about who should bear the risks of such activity, and who — <i>ie,</i> Congress or the courts — should make such determinations.
The Psychology of Money in Marriage
January 01, 2004
Money is not seen by these people as the commodity it should be. Instead, it is fraught with feelings, messages and beliefs from family, society and personal experience. If money were seen as a commodity, your job would be much clearer.
Case Briefs
January 01, 2004
Highlights of the latest insurance cases from around the country.
Tax Shelters: Avoidance or Evasion?
January 01, 2004
Recent hearings of a subcommittee of the Senate Committee Governmental Affairs have again focused a harsh spotlight on the abusive use of tax shelters. As if to stress the point, On Dec. 29, 2003, the Treasury Department proposed changes to Circular 230 that "set high standards for the tax advisors and firms that provide opinions supporting tax-motivated transactions."
Sarbanes-Oxley Litigation Trap?
January 01, 2004
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
January 01, 2004
Recent developments in Internet law and in the Internet industry.
Is Compliance with Sarbanes-Oxley <i>de facto</i> Mandatory?
January 01, 2004
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
January 01, 2004
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
January 01, 2004
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
December 01, 2003
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.
