Quarterly State Compliance Review
June 26, 2008
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect during the last three months. It also looks at some recent decisions of interest, including two decisions from the Delaware Supreme Court involving challenged stock options.
Advance Notice Bylaws: 'If It Ain't Broke, Don't Fix It!'
June 26, 2008
In two recent decisions, the Delaware Court of Chancery found advance notice bylaws to be ineffective in preventing stockholders from nominating alternative director candidates without providing the requisite advance notice, indicating that any ambiguities in these bylaws will be construed against the corporation and in favor of activist stockholders.
Using Your Fee Arrangement to Lower Litigation Costs
June 26, 2008
As discussed in the previous two articles in this series, having the smallest possible litigation team in place and having a person with adequate litigation experience to monitor the team effectively are two important elements for any general counsel intent on keeping litigation costs in check. This is particularly so if you insist upon working under the old paradigm of paying your outside counsel on an hourly basis. But believes in adopting or least considering a different fee arrangement ' contingency. Here's why.
Hotline
June 26, 2008
Recent news and rulings of importance to your practice.
Employers' Right to Limit Employees' E-Mail Upheld
June 26, 2008
In a recent decision, the NLRB, in a 3-2 decision split along Republican/Democrat lines, held that one company's Communications Systems Policy was lawful on its face, and that the employer's discipline based on the two e-mails soliciting support for union positions was lawful, but that the disciplinary action based on the purely informative e-mail was unlawful. What does this portend?
There Ain't No Such Thing As a Free Prospectus
June 26, 2008
The SEC's Securities Offering Reform dramatically changed the landscape of registered public offerings. Issuers and underwriters would do well to take advantage of these changes while staying aware of potential fraud liability. Here's an explanation.
Chinese Manufacturing and Imports
May 27, 2008
All companies must live with the risks and uncertainties inherent in their businesses. Doing business with Chinese manufacturers, however, recently has proven to be more risky than some companies had anticipated.
Attorney-Client Privilege in Corporate Internal Investigations
May 27, 2008
Corporate scandals over the past decade have led to an encyclopedia of new statutes, regulations, initiatives, and programs, at the state, federal, and global levels. Corporations have responded with new or revised ethics codes and rules governing business conduct. Along with this mass of law, corporations have been expected to police themselves through stringent compliance and reporting programs. The current business cycle may make compliance efforts even more difficult.
What the Subprime Crisis Could Mean for Your Company
May 27, 2008
The continuing economic crisis, driven in large measure by the subprime mortgage meltdown, is affecting major segments of the economy. Not a day goes by that there is not something in the press regarding the effects of billions of dollars of mortgage failures. Criminal investigations into all industries involved in the process are underway. The Department of Justice is considering creating a task force, much in the same way the Bush Administration created the Corporate Fraud Task Force in the aftermath of the Enron failure.
