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Malpractice in the Line of Duty: Who Catches the Bullet?
A traditional requirement in many sophisticated equipment leasing and financing transactions is the closing opinion, in which an attorney or law firm is requested to opine on a variety of relevant topics, ranging from proper corporate or partnership approval of the transaction in question, to the legality, validity and enforceability of one or more material agreements. Oftentimes, there may be multiple closing opinions issued in respect of the closing, with certain opinions being rendered by internal counsel for one or more of the transaction participants, and another set rendered by external counsel.
Use and reliance on internal counsel opinions, in the place and stead of opinions rendered by external counsel, appears to be on the rise, attributable to two factors. First, equipment leasing and finance companies are increasingly adding highly skilled internal counsel to their corporate staff, as the leasing and finance business becomes increasingly subjected to various tax, accounting and securities laws. Second, the seemingly inexorable upward trend of external counsel fees has caused some companies to seek significant transactional cost savings by bringing “in house” as much legal work as possible in any given transaction ' including the delivery of closing legal opinions to third parties.
In such transactions, internal counsel for the lessee or lessor, or the borrower, is asked to render a legal opinion not to its corporate or partnership employer, but instead to the counterparty to the transaction at hand. Internal counsel, who may have considered the delivery of such opinions as merely ministerial or routine in the past (because of the relatively narrow scope of such internal opinions, when compared to the typically broader scope of accompanying external counsel opinions) are confronting the hard reality that as the scope of internal opinions they are requested to issue increases, so too does their personal exposure for malpractice if such opinions turn out to be incorrect.
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.
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.
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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?