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Best of the Best Practices in Corporate Governance
During the past 2 years, there have been sweeping corporate governance reforms. The major components of that reform have been the passage of the Sarbanes-Oxley Act of 2002 by the U.S. Congress, the issuance of extensive rules pursuant to that Act by the Securities and Exchange Commission, and the adoption by the New York and American Stock Exchanges and NASDAQ of detailed standards as part of their respective listing requirements. Despite these reforms, many corporations, counselors, institutional investors and regulators have pushed for even higher standards of corporate governance. To that end, a body of literature has developed defining the “best practices” in corporate governance.
One common theme emerges from these efforts to define “best practices” — there is no cookie cutter formula that works for every corporation. Thus, for example, the corporate governance practices outlined in the lengthy report of Richard Breeden, the former Chairman of the Securities and Exchange Commission and court-appointed Monitor in the WorldCom case, may be viewed as overkill and unnecessary for most companies. However, for WorldCom, which has been the subject of widespread problems and seeks to recover credibility in the marketplace, the remedial measures outlined in Breeden's report may be appropriate.
This article summarizes certain best of the “best practices” in corporate governance, including those standards that have been implemented by many of the corporations at the forefront of governance reform.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?