Best Option for E-Mail Recall, and Other Tips
January 27, 2006
If e-mail is so ubiquitous in our lives, why don't more people follow some general, common sense guidelines for composing, addressing and sending e-mails? This isn't a column on security; it's a look at some fundamental concepts that will keep you savvy about your e-mail habits.
Med Mal News
January 27, 2006
The latest news of interest to you and your practice.
Over-Assertion of Attorney-Client Privilege
January 26, 2006
Buried deep within the 69-page superseding indictment in the KPMG tax fraud case lies a development with the potential to chill the assertion of the attorney-client privilege by defense attorneys in criminal conspiracy cases. In the conspiracy count in <i>United States v. Stein et al.<i>, the wrongful assertion of the attorney-client privilege has been charged as a central aspect of the crime itself, both as part of the means and methods of the conspiracy and as an overt act in furtherance. This aggressive charging decision may cause some members of the defense bar to think twice about asserting the privilege in close cases -- even where it is being asserted legitimately -- for fear that their claim of privilege may overreach, thus inadvertently implicating them in the underlying conspiracy.
Employers and Employees
January 26, 2006
When I entered law practice in 1971, it was common in corporate criminal investigations for a single law firm to represent the target corporation and all its relevant employees. They hung together lest they hang separately. Over time, practice changed, and such joint-representation arrangements mostly disappeared. The old paradigm was succeeded by a new one, which recognized the separate interests of the corporation and each of its relevant employees, but also provided a large measure of mutual support and good will on the defense side. This paradigm, too, has been attacked by prosecutors and now has largely disappeared in major federal and some state investigations. It has been succeeded by a new, far harsher paradigm.
Employers and Employees
January 26, 2006
When I entered law practice in 1971, it was common in corporate criminal investigations for a single law firm to represent the target corporation and all its relevant employees. They hung together lest they hang separately. Over time, practice changed, and such joint-representation arrangements mostly disappeared. The old paradigm was succeeded by a new one, which recognized the separate interests of the corporation and each of its relevant employees, but also provided a large measure of mutual support and good will on the defense side. This paradigm, too, has been attacked by prosecutors and now has largely disappeared in major federal and some state investigations. It has been succeeded by a new, far harsher paradigm.
Looking Ahead to The 2006 Proxy Season
January 26, 2006
As the 2006 proxy season gets underway, shareholder activism shows no signs of slowing. Over the last few years, high-profile corporate scandals and news stories about executive excess and corporate waste have compelled many investors to seek -- or demand -- a more active role in corporate governance matters of the companies they own. Now that most companies have implemented the changes required by the Sarbanes-Oxley Act of 2002 (SOX) and the stock exchanges, the agenda of the shareholder activist is changing.
Of Mice and Men: The Business Judgment Rule After The <i>Disney </i>Decision
January 26, 2006
Last month, we discussed the Delaware Court of Chancery decision in <i>In re The Walt Disney Co. Derivative Litigation</i>, 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), a case that had drawn intense media attention (The case currently is on appeal to the Delaware Supreme Court.) We noted that the severance package given Disney president Michael Ovitz 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 no Disney board member was liable for violating his or her fiduciary duties with respect to the hiring, and then the firing after a little more than 1 year, of Michael Ovitz. Now the question is: What has been learned? We continue the article with a discussion of fiduciary conduct.
How Does Your Company Compare?
January 26, 2006
Since the Sarbanes-Oxley Act (SOX) was signed into law in 2002 and the revised NYSE and Nasdaq listing standards were implemented, certain trends have developed among the corporate governance practices of the 100 largest publicly listed U.S. companies as ranked by revenue in FORTUNE magazine's FORTUNE 500' list (the "Top 100"). For the past 3 years, Shearman & Sterling has analyzed the corporate governance practices of the Top 100. What follows is a summary of our most significant findings with respect to director independence, board leadership, director time commitments and compensation, and shareholder proposals.
CD: Proposal Centers and Marketing Automation
January 11, 2006
Telephone and Web-based conference will teach you how to produce better proposals and marketing materials more efficiently. This is a critical need for firms that are growing rapidly and is heightened by continuing corporate efforts to converge their outside counsel.
