Understanding and Avoiding Preference Liability
September 26, 2008
In today's challenging economic environment it is a familiar story: After a protracted period of slow pay and then no pay, your customer (or borrower, joint venturer, counter-party, etc.) files a bankruptcy petition, leaving you holding the bag. And that's only the beginning.
Quarterly State Compliance Review
September 26, 2008
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect recently, including amendments to the corporation laws of Delaware, California, and New York. This edition also includes two recent decisions of interest from the Delaware Chancery Court.
Second Circuit Addresses Collective Scienter
September 26, 2008
The Second Circuit recently issued an important decision in <i>Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc.,</i> which has significant implications for securities class action litigation and the continuing fallout from the crisis in the credit markets. The decision addressed the issue of collective scienter, or whether a corporation can commit securities fraud when none of its individual agents acted with fraudulent intent.
Employers Must Bolster Their Policies Against Retaliation
August 27, 2008
Last month, the author said that heightened awareness is necessary after the Supreme Court ruling in <i>CBOCS West, Inc. v. Humphries</i> increased the stakes. The discussion concludes herein with a look at the mechanics of an investigation.
Yogi and Casey and Due Diligence
August 27, 2008
Yogi Berra and Casey Stengel remain icons in the lore of baseball. As attorneys, little did the authros realize that Yogi and Casey, in making their baseball remarks, were actually intending to guide us through the due diligence process that counsel deals with on a regular basis.
Be a Software Contract Hero
August 27, 2008
From the attorney's perspective, the RFP is a tool for collecting the information that becomes the heart and soul of the final contract and serves as a basis for the vendor's liability. This article spells out a "best-practices" RFP process, step by step.
LLC Interests May Constitute 'Securities'
August 27, 2008
Recently, the Second Circuit Court of Appeals, in affirming convictions for securities fraud and conspiracy to commit securities and mail fraud, ruled in <i>U.S. v. Leonard</i>, that interests in various limited liability companies ("LLCs") onstituted "securities" for purposes of the federal securities laws. The Leonard analysis is instructive of the process that a court will follow in considering the status of non-traditional securities, such as LLC interests, under the federal securities laws.
Meaningful Litigation Plans
August 27, 2008
This is the fourth in a series of articles discussing how in-house counsel can better manage litigation matters.
Work Overtime to Ensure That Your Unauthorized Employees Do Not
July 31, 2008
Tthe federal Court of Appeals in New York ruled earlier this year that an employer cannot necessarily avoid liability for overtime wages ' even if its policy requires prior approval for overtime work, and even if the employer did not have actual knowledge that its employees were working overtime hours. This article looks at the court's recent decision.
