Hotline
November 29, 2005
Dismissal of jury's insider trading guilty verdict upheld: A divided Second Circuit has upheld the dismissal of a guilty verdict against a computer company…
e-Meetings: The Same As, And Different From, Traditional Meetings
October 31, 2005
e-Meetings have the same Constitutional protections and require lawyers to take the same precautions to preserve associated privilege as they must in traditional meetings. It is important then for counsel advising e-businesses and those conducting e-meetings to note ' and for those participating in them ' that e-meetings impose the same ethics requirements for confidentiality that traditional meetings do. <br>But the ethereal nature of e-meetings can induce in participants and counsel a false sensation of security, which is something to guard against. This false sense of security is erroneously based on the belief that the Internet hides identity, and that because of that, confidentiality perhaps needn't be a concern.
Corporate Minutes: The Not-So-New Frontier
October 27, 2005
Until recently, the subject of corporate minutes seemed about as interesting ' and received about as much attention ' as watching paint dry. However, for a number of reasons, the subject now receives considerable attention from the legal and corporate governance communities, and from boards of directors themselves.
Punitive Damages: Focusing on Unfairness to Craft Winning Defenses
October 27, 2005
What does it take for a corporation to win a punitive damages case? A traditional defense focus on liability and compensatory damages is insufficient. To win, a focused defense to punitive damages must be prepared. <br>Preparing a punitive damages defense requires careful crafting, based on the unique facts of the case and a clear understanding of the corporation. While the punitive damages defense of each case is unique, there are a few steps that must be addressed in every punitive damages case in order to win.
Wireless and Joint Commercial E-mail Messages Under CAN-SPAM
October 27, 2005
E-mail and wireless marketers have been coping with some confusion for the last 2 years over the application of the federal CAN-SPAM Act to certain kinds of promotional e-mail campaigns. The agencies responsible for promulgating regulations under the Act recently have provided some important, practical guidance on the use of e-mail messages sent to wireless devices such as cell phones and the conduct of joint e-mail campaigns. Now, with guidance from the regulators, corporate counsel can not only know the legal requirements, they can also guide their companies in using the regulations to their own best advantage.
Joining A Board: The Porcupine Approach
October 27, 2005
The answer to the question "should I join a board of directors?" has changed in recent years from "I'm deeply honored," to "you must be out of your mind." <br>Nonetheless, I still advise people to go on corporate boards. They should, however, recognize that it's not an honor. It's not a position of social prestige. It's a hard and risky job. People should make the decision to join a board the same way we've been told in the old proverb that porcupines make love: carefully, very carefully. It is not a snap decision. It's a decision that requires considerable thinking and research.
European SOX Compliance After <i>McDonald's</i> and <i>Wal-Mart</i>
October 27, 2005
The Sarbanes-Oxley Act (SOX), at '301 and '406, affirmatively requires SOX-regulated companies to set up anonymous hotlines or other mechanisms that encourage employees to "whistleblow" on co-workers who commit financial, auditing, or accounting frauds. For multinationals, this seemingly-simple rule raises an international law issue that has mushroomed into a vital concern: How does SOX's hotline requirement apply to employees abroad?
Hotline
October 27, 2005
Federal judiciary supports citing unpublished opinionsThe Judicial Conference of the United States has approved new Rule 32.1 of the Federal Rules of Appellate…
Flying on a Wing and a Prayer
October 03, 2005
In its zeal to eradicate perceived abuses and further clip the wings of executives who, based on press reports, took great pleasure in using the company's airplane for personal purposes, Congress amended section 274(e)(2) of the Internal Revenue Code (the Code). Effective on the date of enactment (Oct. 22, 2004), these amendments effectively reversed the decisions of the Tax Court and Eighth Circuit in <i>Sutherland Lumber-Southwest, Inc. v. Commissioner</i>, and prompted the IRS to issue guidance containing a myriad of rule changes and hinting at others, leaving tax practitioners scratching their heads and companies running for cover.
Hotline
October 03, 2005
Whistleblower suits by in-house counsel not barred by privilegeThe Fifth Circuit has ruled that employers cannot claim attorney-client privilege to exclude…
