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The Eighteenth Annual Conference & Workshops on Law Firm Management & Economics will be held in New Orleans, LA on March 17 and 18, 2005 at the Omni Royal Orleans Hotel.

Of the firms that are playing to win, I particularly respect those that have gone out of their way to define what constitutes unethical and culturally unacceptable behavior.

Lawyers who prevail in a civil rights case but win only nominal damages are generally not entitled to attorney fees, the Court of Appeals has ruled in a groundbreaking opinion.

Due diligence of an acquisition always begins with the careful examination of the financial statements, but now demands a complete evaluation of internal controls and transaction integrity. Unlike finely polished financial statements, internal controls and transaction integrity are hard to spin; any varnish quickly wears off when scrutinized. After living through failed acquisitions and now an increased regulatory environment, corporate risk executives are refining their due diligence processes. By measuring transaction integrity and the effectiveness of internal controls, this new due diligence provides a view into the selling company's operational discipline and overall culture for tolerating policy violations.

The first challenge and most important need is to know what the relevant EU corporate guidelines are, to know where they apply and to know how to find them. Unlike the United States, where corporate matters are generally covered by individual state law, in the European Union these matters have long attracted centralized legislation from Brussels, which affects the entire EU (now 25 countries, which in 2007 will be joined by Bulgaria and Romania). Norway and Switzerland (although not in the EU) often legislate regarding these matters much as EU member countries do and thus, for our purposes here, we can talk about 29 countries in Europe rather than the 25 that currently make up the EU.

The number of new law firms formed by partners that have split off from existing firms is on the rise. As such, these partners, who may never have been involved in technology decisions at their previous firms, have to start from scratch in order to implement the computer systems, e-mail systems, financial and practice management software needed to conduct business.

For the industry as a whole, the economic performance of law firms in 2004 was quite good. Indeed, given the overall state of the national economy and the dire early predictions of some pundits, the performance of the industry was remarkable. Much of this positive performance was, of course, attributable to the continuing strength of litigation practices as well as, to a lesser extent, bankruptcy and reorganization activity.

In addition to or in lieu of broad-based tax-qualified retirement plans, employers often provide select executives or groups of executives with nonqualified deferred compensation arrangements. These "arrangements" may be in the form of a plan, a written agreement or even a clause in an employment agreement. Much like a "401(k)" tax-qualified retirement plan, these arrangements typically provide for an advance written election by the executive to defer the receipt of otherwise payable future compensation. However, unlike tax-qualified retirement plans, which by law must generally preclude the distribution of benefits prior to an event such as death, disability, retirement or separation from service with the employer maintaining the plan, many nonqualified deferred compensation arrangements have provided for far greater flexibility as to early access to plan funds. To date, the tax law has permitted nonqualified deferred compensation, along with the attendant deferral of tax revenues for the government, on the theory that it provided a tax-favored mechanism for the accumulation of additional savings for retirement. The implementation of nonqualified deferred compensation arrangements providing for distributions upon certain types of arguably foreseeable "hardships" (eg, to pay for college) or in return for a "haircut" forfeiture, cut against the notion that the revenue deferral effect on the government is outweighed by the benefit of permitting the accumulation of additional retirement funds, as these arrangements provide benefits which may not be used for purposes of retirement.

Banishment from the public company world -- through the enforcement of a D&O bar - used to be an extreme remedy for management misconduct. Now, the trend has turned, with Sarbanes-Oxley (SOX) and the current enforcement climate leading to a flood of requests for bars. In 2000, the SEC asked federal courts to impose 38 D&O bars, 7.5% of the cases initiated that year. In 2001, the SEC asked for 51 D&O bars, or 10.5%. In 2002, in the wake of corporate scandals that gave rise to Sarbanes-Oxley, the SEC requested 126 D&O bars, in 21% of initiated actions. In 2003, that number shot up to 170, in 25% of cases. As Stephen Cutler, the head of the SEC's Enforcement Division, recently explained, the SEC is "aggressively" seeking D&O bars "in expanded ways." Practitioners are now finding D&O bars to be a routine component of settling an SEC action.

Bankruptcy presents a unique forum for a cash-strapped debtor to sell otherwise unassignable and unprofitable leases to third parties, for immediate cash, and free of liens, certain contract restrictions, certain transaction costs, and future liability. While the bankruptcy arena offers unique opportunities, it poses special risks. The primary players in a bankruptcy lease sale scenario are the debtor, the prospective buyers, and the landlord. A debtor's goal is getting as much value as fast as possible for its creditors. A prospective buyer wants to pay as little as possible, with sufficient due diligence, and have an unassailable sale with whatever lease modifications are necessary for it to remodel and reopen. A landlord's objective is timely lease compliance and a financially and operationally sound buyer. Each party can benefit from following these four basic rules of bankruptcy lease sales.