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The Death Knell for One-on-Ones?
When the Securities and Exchange Commission settled a Regulation FD enforcement action against Schering-Plough Corporation and its Chief Executive Officer in late 2003, the reaction from the pundits was swift. Repeatedly quoting a sentence from the SEC's cease-and-desist order that indicated that a violation had arisen through “a combination of spoken language, tone, emphasis, and demeanor” (emphasis added), many securities counsel began speculating that the enforcement action would irrevocably and further chill communications with securities professionals. Some went so far as to predict that so called “one-on-one meetings” with analysts should no longer be a part of a responsible company's investor relations program.
Despite the considerable publicity generated by these predictions, it appears that one-on-one meetings with securities analysts and institutional investors continue in the ordinary course for many public companies. However, it is fair to say that those engaging in these types of outreach meetings have become more cautious in their approach. After discussing these matters with chief financial officers, investor relations professionals and general counsel at a wide range of companies, we have identified below a number of trends and best practices in this area.
Background: Regulation FD
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?