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What a board of directors should do about risk

Enterprise risk management, or ERM, continues to be a “hot topic” in the legal press, in CLE programs, in webinars and certainly in Compliance Week. Like a dog with a bone, the securities law and corporate governance communities are gnawing away, until the last ounce of marrow is sucked free and digested.

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Be aware of the implied obligation in M&A deals

M&A acquirers in Massachusetts may be surprised to learn that even when they pay a substantial price at closing, courts may still require them to continue to invest more in the business after the purchase if the contract includes an earn-out for the seller based on future results. This is true even when the contract says nothing about such an obligation.

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Decades-old trademark precedent still puts owners at risk

In today’s world of instant messaging, mobile technologies, virtual worlds and social media, the difficulties trademark owners face protecting their marks is well beyond what the architects of the Constitution intended when they drafted the First Amendment. A myriad of ...

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‘Comcast’ ruling limits attorney-client protection

Raising a potentially troubling issue of importance for transactional attorneys in all jurisdictions, the Massachusetts Supreme Judicial Court recently denied the protection of the attorney-client privilege to an in-house attorney seeking to invoke it in relation to reports by non-attorney ...

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Common workplace activities can cause copyright problems

Imagine one morning you arrive at work only to be greeted by a summons and a lawsuit accusing your company of copyright infringement because one of your employees was caught copying and pasting articles from news websites and e-mailing them ...

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Is your company’s internship program at risk?

The Obama administration made it clear recently that it plans to crack down on for-profit companies using unpaid interns. Could your company be at risk? Nancy J. Leppink, the acting director of the Wage and Hour Division of the U.S. ...

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Good faith e-discovery error leads to sanctions

Lawyers and a federal judge say a recent ruling from the Southern District of New York shows that litigants who act in good faith but negligently fail to preserve electronic discovery can be subject to severe sanctions.

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Employer’s fee request denied

A company that prevailed in a lawsuit brought by its former general counsel could not recoup litigation costs in the absence of a contractual clause, rule or statute specifically providing for that remedy, the 1st U.S. Circuit Court of Appeals has ruled.

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New standard imposed in contracts

A 1st U.S. Circuit Court of Appeals ruling has created a “reasonable efforts” common-law contract standard that imposes new duties on corporate parties who purchase other companies’ assets, according to several practitioners familiar with the case.

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