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Accounting Mismatch Spins Accrual Fate for Merger Deal
[Editor's note: Last month's edition featured a new book excerpt on resolving balance sheet issues in law firm mergers. This recent news report underscores the potentially extreme challenges of harmonizing disparate accounting systems.]
When the end finally came, Pennie & Edmonds' death certificate revealed few surprises. The IP firm had been bleeding key partners and was facing a serious real estate crunch, with its New York office lease nearing expiration and too few partners willing to be on the hook for another 15 years with personal guarantees. But the firm's funeral in December took an unexpected turn.
Rather than simply dismantle its practice or merge with a general practice firm, as many expected it would, the 120-year-old boutique did something in between: It ceased its operations and sent nearly 100 attorneys, including an estimated 29 partners, to Jones Day, a firm with which it had been in on-and-off discussions for years. Not all Pennie lawyers were asked to make the move, and some chose on their own to bail out. In all, at least 16 of Pennie's original lawyers will not end up at Jones Day.
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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?