Here’s a scenario that an in-house attorney might very well face. Your CEO calls to explain he has decided to amend the company’s existing credit facilities in connection with a transaction set to close in a few business days, and ...
Read More »SEC tender offer rules revamped
The Securities and Exchange Commission last month revised its tender offer rules by eliminating a significant impediment to mounting friendly tender offers for public companies. The revisions eliminate the risk that compensation arrangements entered into with target company executives, who ...
Read More »The move to HR: A dramatic change
From law school graduation in 1981 until 1999, Christine Ciotti practiced as a corporate and securities lawyer at two large law firms and then in-house at Lotus Corporation, where she focused on software licensing and employment law. In 1999, three ...
Read More »SJC rejects court-imposed ‘buy-out’ of minority shareholder
The Massachusetts Supreme Judicial Court recently overturned a court-ordered buy-out of a minority shareholder’s interest in a closely held business, saying it was not an appropriate remedy for a “freeze-out” by the controlling shareholder group. The trial court’s equitable “buy-out” ...
Read More »Truly alternative fees: Project pricing, coupons and discount brands
Buy one company and get the legal services for the second acquisition at 50 percent off! Get the first 10 hours of legal services free! Each bargain, of course, comes with the typical catches. You know, stuff like, the 50 ...
Read More »Hiding in plain sight: Valid business practices can be ‘red flags’ of fraud
Although a large-scale corporate fraud invariably raises numerous “red flags” of wrongdoing within the affected company, management’s failure to stop a fraud sooner is not necessarily the result of corruption or incompetence.
Read More »Defending against a patent infringement claim: A primer
Whether your company is a multi-billion dollar corporation or a start-up venture operating on a shoestring, the receipt of a cease-and-desist letter from a soon-to-be plaintiff or a served complaint from an actual one should invoke concern and attention from even the most seasoned of corporate counsel.
Read More »Five New Year’s resolutions for in-house counsel
Okay, it’s that dreaded time of year when we make many promises to ourselves that we have no intention, or perhaps ability, to fulfill. However, it is also the time of year when we more realistically reflect on the last ...
Read More »Reform of director independence, ‘related transaction’ rules focus on principles
When the director of the Securities and Exchange Commission’s Division of Corporation Finance addressed an audience of securities law professionals soon after the new executive compensation rules were finalized, he underscored two words in describing a central theme of the ...
Read More »Registering trademarks abroad
The philosopher Diogenes from ancient Greece famously proclaimed, “I am a citizen of the world,” a sentiment that has echoed throughout the ages and resounds in our 21st-century global village. Your company is a citizen of the world, and your ...
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