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Ethics: It's Not Just for Lawyers Anymore
Last month's multi-million dollar settlements by the individual directors of Enron and WorldCom no doubt will exacerbate anxieties already being felt by corporate directors and increase instances of questions such as:
- Is it safe to be a director of a public company?
- What should I be concerned about when joining a board?
- What can I do to protect myself as a director?
The answer to question one is an unqualified “yes.” In order to get that unqualified answer and in response to questions two and three, however, the mandate to directors is “do your job.” Sounds simplistic, but before you stop reading, those of you who were fans of the show L.A. Law should reflect on the first episode. In that tale, one of the firm's senior partners died at work in his corner office. Putting aside the ensuing struggle among the remaining partners over who would succeed to the office, consider what was said about the departed partner at his funeral: “There is one word to symbolize this man — fiduciary.”
I am confident that many of us found this humorous at the time. Upon reflection, however, are we able to describe with that same term (ie, fiduciary) many of the players of recently failed companies (eg, Enron, WorldCom, Tyco, HealthSouth)? If we could, would many of the outcomes have been different?
Indeed, consider what it means to adhere to the fiduciary principle: acting solely in the interests of the company and shareholders. And, for corporate directors seeking to lessen their risks of liability, that means also associating yourself only with institutions and management who exhibit the highest ethical standards and integrity. When joining boards and when monitoring performance, directors should be vigilant about ethical red flags. In today's environment, there is no room for lapses in ethics or integrity. As the recent Enron and WorldCom settlements show, management must be trustworthy because directors are trusting management with their pocketbooks. In the post-Enron, Sarbanes-Oxley world, the new federal organizational sentencing guidelines underscore this emphasis on ethics.
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?