On Dec. 16, President George W. Bush signed the "can spam" legislation passed earlier in the month by Congress. The legislation provides for jail time and hefty fines for serious violators and calls for the creation of a "do not spam" registry.
The sale of company units to franchisees ("refranchising") differs from a traditional asset sale because the transaction contemplates a continuous business relationship between the parties. The basic terms of this relationship should be outlined in a letter of intent and will be contained in the provisions of the various transaction documents, including the Asset Sale Agreement (ASA), related transfer documents, such as deeds, leases, subleases, assignments, bills of sale, etc., one or more franchise agreements and, if the obligation to develop additional units is part of the transaction, a development agreement. This article continues the discussion of refranchising in last month's issue by reviewing some of the issues that the parties should consider carefully as they document their on-going relationship post closing.
<i>In the wake of accounting scandals involving Enron, WorldCom, and other companies, the Financial Accounting Standards Board (FASB) is upgrading many rules to force public companies to provide more information about their finances. One of the areas it is addressing relates to how the primary company's financial obligations toward "variable interest entities" are shown on its balance sheet. These rules are aimed primarily at companies that have controlling interests in other companies and, as was the case with Enron, potentially could use those companies to hide their own financial obligations.</i>
A majority of courts consider the <i>contra proferentem</i> doctrine to be a pillar of insurance law. The doctrine requires ambiguous terms in an insurance policy to be construed against the insurer and in favor of coverage for the insured. A prominent rationale behind the doctrine is that insurance policies are usually standard-form contracts drafted entirely by insurers.
Like poorly-behaved school children, new technologies and intellectual property (IP) are increasingly disrupting the M&A establishment. Cybersecurity has become the latest disruptive newcomer to the M&A party.
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
In an effort to minimize the release of toxic gasses from cables in the event of fire, the 2002 version of the National Electric Code ("NEC"), promulgated by the National Fire Protection Association, sets forth new guidelines requiring that abandoned cables must be removed from buildings unless they are located in metal raceways or tagged "For Future Use." While the NEC is not, in itself, binding law, most jurisdictions in the United States adopt the NEC by reference in their state or local building and fire codes. Thus, noncompliance with the recent NEC guidelines will likely mean that a building is in violation of a building or fire code. If so, the building owner may also be in breach of agreements with tenants and lenders and may be jeopardizing its fire insurance coverage. Even in jurisdictions where the 2002 NEC has not been adopted, it may be argued that the guidelines represent the standard of reasonable care and could result in tort liability for the landlord if toxic gasses from abandoned cables are emitted in a fire. With these potential liabilities in mind, this article discusses: 1) how to address the abandoned wires and cables currently located within the risers, ceilings and other areas of properties, and 2) additional considerations in the placement and removal of telecommunications cables going forward.
Parties in large non-consumer transactions with no connection whatsoever to New York often choose its law to govern their transactions, and New York statutes permit them to do so. What most people do not know is that the New York Uniform Commercial Code is outdated.
