10b5 -1 Plan Abuse
August 28, 2007
The latest hot topic in corporate executive abuses may be manipulation of trades under prearranged trading plans established pursuant to Rule 10b5-1. Little has been said about the red flags that could indicate abuse of 10b5-1 plans. This article attempts to offer some practical guidance to corporate counsel to ensure that their 10b5-1 plans steer clear of SEC enforcement scrutiny.
Highlights of Recently Enacted Tax Laws for Law Firms, Clients, Lawyers, and Staff
July 31, 2007
This article addresses two significant changes made by the Small Business and Work Opportunity Tax Act of 2007 ('Small Business Act') ' the new preparer penalty provisions (up to 50% of the fee for preparing the tax return), which have broad implications for attorneys who offer tax advice to their clients and the revised kiddie tax provisions, which now reach a substantially larger group of children. This article also details pertinent changes made by the Tax Relief and Health Care Act of 2006 ('TRHCA'), which extend the time for several tax cuts that had expired at the end of 2005, make certain tax breaks more beneficial, and provide greater flexibility regarding health savings accounts. Noteworthy new TRHCA provisions are highlighted that can benefit law firms and their clients, as well as individual attorneys and staff members and their families.
Hotline
July 30, 2007
Recent rulings you need to know.
Creating the Office of Technology Counsel
July 30, 2007
It appears that the law and technology are conspiring to make life difficult for corporate counsel and IT departments. Invariably, the stresses of electronic discovery have been exacerbated by the increased demands placed on counsel through the promulgated amendments to the Federal Rules of Civil Procedure (FRCP). Specifically, the amended rules require exponentially more information about the technical framework of a corporation at the earliest stages of litigation. The more focused or litigious corporations are quickly recognizing the need to bridge the gap between law and technology to ensure compliance with these ever-changing legal requirements and advancing technologies. This pinpoint nexus between law and technology is creating the need for an Office of Technology Counsel (OTC).
EEOC Targets 'Unconscious Bias'
July 30, 2007
Unconscious bias' is a fundamental element of the EEOC's recent initiative called Eradicating Racism and Colorism from Employment (E-RACE), an enforcement effort that focuses on filing lawsuits challenging 'subtle' discrimination and educating employers. Could your organization be hit with a race discrimination lawsuit for 'unconscious bias'? How do you prevent legal liability for unconscious acts? This is a question puzzling many legal counsel as they try to protect their organizations.
Case Management and Analysis
July 30, 2007
In the last few decades, 'going to trial' has lost its luster. Corporate counsel and business leaders have grown wary of the risk, expense and diversion of resources associated with trials. As plaintiff lawyers availed themselves of new theories of liability and liberal discovery, courts have grown congested and the road to verdict has grown longer. Trials have become synonymous within the business community with aberrant verdicts and wasteful expenditures of time and money.
Largest FCPA Fine in History Is Warning for All
July 30, 2007
Earlier this year, Baker Hughes Inc. ascended to the top of an exclusive and prominent list, but it is one on which few companies would want be mentioned. On April 26, 2007, the Texas-based oil field products and services company announced that it was settling a federal probe alleging that it violated the Foreign Corrupt Practices Act ('FCPA'), and that it would pay fines and penalties in excess of $44 million ' the largest combined punishment under that law. It was truly one for the record books ' at least for the time being.
Did the Delaware Supreme Court Break the 'Directors' Shield'?
July 30, 2007
<i>Credit Lyonnais Bank Nederland, N.V. v. Pathe Communications Corp.</i> stands for the proposition that directors and officers of a Delaware corporation that is either insolvent or in the 'zone of insolvency' owe fiduciary duties to creditors as well as stockholders. In essence, <i>Credit Lyonnais</i> provided a 'shield' to directors against shareholder suits alleging that directors breached their duties to shareholders by acting to protect creditors. Courts around the country have adopted this view, and attorneys have become accustomed to advising boards of directors based on the assumption that this is indeed the law. The Delaware Supreme Court, in <i>North American Catholic Educational Programming Foundation Inc. v. Gheewalla</i> might have 'broken the shield.'
The Looming Associate Crisis
June 28, 2007
An associate recruitment and retention crisis is looming for which there are no easy solutions. Law schools continue to graduate roughly 40,000 students a year, as they have over the last 20 years. The AmLaw 200 law firms have been steadily hiring an average of 4%+ more associates each year, resulting last year in a typical incoming associate class of 50. That means that AmLaw 200 firms now hire about 10,000 new associates a year, or about 50% of the graduates from the top 100 (hardly the Ivy League elite) of the nation's 200 law schools.
