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We found 1,049 results for "The Corporate Counselor"...

D&O Liability
May 27, 2009
Delaware courts have recently issued decisions that may impact the number and types of claims brought by shareholders of Delaware companies seeking to hold directors and officers personally liable under various claims, in particular in connection with the current economic crisis.
Revlon Duties Do Not Prohibit Acceptance of a Compelling, Pre-Emptive Bid
May 27, 2009
In a much-anticipated decision, the Delaware Supreme Court recently overturned the controversial ruling of the Delaware Court of Chancery in <i>Lyondell Chemical Company v. Ryan, C.A.</i> Here is an analysis of the decision and its aftermath.
Hotline
April 27, 2009
Recent rulings of interest.
Changes Coming for Customer Personal Data
April 27, 2009
Nevada was the first state to enact a law requiring entities that transfer customer personal information outside of the secure system of the business through an electronic transmission (other than a facsimile) to use encryption. In late 2008, Massachusetts was the second state to pass such legislation; Michigan is considering similar legislation. This is an area to watch as other states could follow suit.
Voicemail, Web Conferences and Beyond
April 27, 2009
Corporate counsel must be able to master how audio files operate since they play a pivotal role within the recent court-created electronic data explosion that is electronically stored information ("ESI").
Employers Face High Stakes
April 27, 2009
With the number of layoffs increasing dramatically, it is no surprise that individual charges of discrimination are ballooning. What may be a surprise to employers, however, is that the EEOC needs only one complainant, or in some instances, a mere suspicion that a discriminatory pattern or practice is occurring, to initiate a company-wide investigation.
RICO
April 27, 2009
Smithfield Foods' precedent-setting civil racketeering suit against the United Food and Commercial Workers' Union (UFCW) and several related defendants spawned critically important legal precedent that blazes a new trail for employers who are in search of litigation options for responding to non-traditional union organizing methods.
Supreme Court Again Broadens Scope of Fair Employment Anti-Retaliation Provisions
April 27, 2009
The end of the Bush administration and the first six weeks of the Obama administration resulted in significant changes to key federal fair employment statutes.But there are also four U.S. Supreme Court decisions issued since June 2006, which have significantly expanded the scope of the anti-retaliation provisions ...
Q&A: Shareholder Activism and M&A Deals in the Current Market
March 30, 2009
Page Davidson is a member of the Transactional Corporate and Securities Practice of the Nashville-based firm Bass Berry &amp; Sims PLC. In this interview, Mr. Davidson discusses the increased role that shareholder activists play in M&amp;A deals, how corporate counsel can develop a productive working relationship with shareholder activists, and the current marketplace forces that have led to a chain of failed deals.
Cloud Computing
March 30, 2009
It would be hard to find an IT department of a large business that was not undertaking a "cloud computing" project or at least considering the idea. Here's a look at what it is and how it works.

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  • Risks of “Baseball Arbitration” in Resolving Real Estate Disputes
    “Baseball arbitration” refers to the process used in Major League Baseball in which if an eligible player's representative and the club ownership cannot reach a compensation agreement through negotiation, each party enters a final submission and during a formal hearing each side — player and management — presents its case and then the designated panel of arbitrators chooses one of the salary bids with no other result being allowed. This method has become increasingly popular even beyond the sport of baseball.
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  • Private Equity Valuation: A Significant Decision
    Insiders (and others) in the private equity business are accustomed to seeing a good deal of discussion ' academic and trade ' on the question of the appropriate methods of valuing private equity positions and securities which are otherwise illiquid. An interesting recent decision in the Southern District has been brought to our attention. The case is <i>In Re Allied Capital Corp.</i>, CCH Fed. SEC L. Rep. 92411 (US DC, S.D.N.Y., Apr. 25, 2003). Judge Lynch's decision is well written, the Judge reviewing a motion to dismiss by a business development company, Allied Capital, against a strike suit claiming that Allied's method of valuing its portfolio failed adequately to account for i) conditions at the companies themselves and ii) market conditions. The complaint appears to be, as is often the case, slap dash, content to point out that Allied revalued some of its positions, marking them down for a variety of reasons, and the stock price went down - all this, in the view of plaintiff's counsel, amounting to violations of Rule 10b-5.
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