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Corporate Crisis Management
Fielding a Winning Team for Shareholders
Wichita, KS, was an unlikely spot for finding metaphors. Sitting in a rental car on the steaming asphalt outside the Summer College Baseball World Series, I took a cell phone call from my old friend and client, Craig Conway, President and CEO of PeopleSoft, Inc. Craig, at 48, had led his company into the real big leagues. Under his leadership, PeopleSoft had become the second largest software applications business in the world, only to find itself in August of 2003 fending off a hostile tender offer launched 2 months earlier by number three, Oracle Corporation. And Oracle had deep pockets for the fight and a deeper reputation for fighting dirty.
The following week, I walked into the executive suite at PeopleSoft's headquarters in Pleasanton, CA. After a round of intensive interviews with senior officials and the chair of the PeopleSoft Board's Transaction Committee, I was named Special Counsel for Oracle-Related Affairs. Vested with exceptional powers, I had a directive that was both comprehensive and critical: to confidentially manage PeopleSoft's legal, political and communications strategies, including all activities in state and federal courts and with the SEC, at both ends of Pennsylvania Avenue, in the European Commission and in other venues worldwide.
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?