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Of Mice and Men
Part One of a Two-Part Article
“The best laid schemes o' mice an' men / oft go awry.” From “To a Mouse,” by Robert Burns.
On Aug. 9, 2005, the Delaware Court of Chancery issued its decision in In re The Walt Disney Co. Derivative Litigation, 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), a case that had drawn intense media attention to a relationship that definitely had gone awry despite the best laid schemes of The Walt Disney Company and its former President, Michael Ovitz. (The case currently is on appeal to the Delaware Supreme Court.) As the court noted, the case became something of a “public spectacle … commencing as it did with the spectacular hiring of one of the entertainment industry's best known personalities to help run one of its iconic businesses, and ending with a spectacular failure of that union, with breathtaking amounts of severance pay the consequence.” The severance package amounted to approximately $140 million in cash and vested stock options, which was paid to Ovitz upon the termination of his employment under a “no-fault” termination provision in his employment agreement. (The court found that the $140 million severance payment, while “breathtaking,” was not economically material to Disney.)
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?