Category Archives: Corporate Law

The Proper Use and Interpretation of “Shall” and “Will.”

26 Thursday May 2016

Posted by in Contract Law, Corporate Law, Grammar, Legal Analysis, Legal Writing

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The Legal Writer – The Problem with Shall, by Elizabeth Ruiz Frost, Oregon State Bar Bulletin (February/March)

https://www.osbar.org/publications/bulletin/12febmar/legalwriter.html

When we draft legal documents for our clients, we aim to articulate who can do what and when. Those rights and obligations are established through words of authority. But in legal writing, inconsistent use and interpretation of some words of authority can create ambiguity in our documents.

The word shall can be particularly troublesome. Drafters often use shall in place of other words like does, will, should, might or may. If we use shall sometimes to connote a mandatory term, at other times to connote a discretionary term, and once in a while to connote a future event, how can a reader accurately determine our intent? When a word of authority is used inconsistently, courts are left to determine the word’s meaning. To avoid squabbles over ambiguous terms, think through each word of authority that you write and use these words consistently.

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How To Use “That” and “Which,” And Why You Should Care.

22 Sunday May 2016

Posted by in Contract Law, Corporate Law, Grammar, Legal Writing, Punctuation, Readability

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Using That and Which Correctly, Better Writing Skills, Writing Resources From Scribe Consulting

http://www.betterwritingskills.com/tip-w022.html

An easy-to-understand example of the difference between “that” and “which” and why, in legal and business writing, it is important to use each correctly.  It also provides an excellent example of how grammar and punctuation mistakes can dramatically change the meaning of your document. -CCE

For more writing tips on common grammar errors, go to http://www.betterwritingskills.com/writing-tips.html.

Free Research Guides from PACE Law School Library.

17 Thursday Mar 2016

Posted by in Administrative Law, Corporate Law, Criminal Law, Elder Law, Environment Law, Immigration Law, Intellectual Property, International Law, Law Libraries, Legal Ethics, Research, Trial Tips and Techniques

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Research Guides, Pace Law School Library

http://libraryguides.law.pace.edu/index.php

Administrative Law, Bar Exam, Copyright and IP Law, Corporate, Business & Securities Law, Criminal Law and Procedure, Environmental and Energy Law, Health and Elder Law, Immigration Law, International and Foreign Law, Land Use Law, and more. Definitely worth a look. -CCE

On August 1, 2015, Delaware Amended Its Business Entity Laws.

17 Saturday Oct 2015

Posted by in Corporate Law

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Delaware Amends its Business Entity Laws, by Sandra B. Feldman, Publications Attorney for CT Corporation

https://ct.wolterskluwer.com/resource-center/news/delaware-amends-its-business-entity-laws

If you are the owner, manager, compliance officer, or counsel for one of the more than one million Delaware domestic corporations, limited liability companies, or partnerships, it should interest you to know that important amendments to the state’s corporation and alternative entity laws are going into effect on August 1. Here are some highlights. . . .

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Bloomberg BNA’s New Search Tool For Corporate Transactions.

31 Sunday May 2015

Posted by in Corporate Law, Market Standard, Transactional Law

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Bloomberg BNA Launches New Tool For Corporate Transactions, by Barco 2.0: Law Library Reference, University of Pittsburgh School of Law

http://tinyurl.com/qgeeyz5

Bloomberg BNA today announced the launch of Bloomberg Law: Corporate Transactions, a  web-based product that includes a technology-driven drafting workflow tool with its analytics powered by Bloomberg’s financial databases, primary resources, secondary materials and practical guidance. This new offering allows corporate lawyers to know what deal terms are ‘market standard.’ . . .

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2015 Amendments to Delaware’s General Corporation Law.

27 Wednesday May 2015

Posted by in Corporate Law

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2015 Amendments to the General Corporation Law of the State of Delaware, by Richards Layton & Finger

http://www.rlf.com/Publications/6017

Please note the links at the bottom of their post, which will take you to other earlier amendments. -CCE

Legislation proposing to amend the General Corporation Law of the State of Delaware (the ‘DGCL’) has been approved by the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the Delaware General Assembly. If the amendments become effective, they would result in several significant changes to the DGCL.

If enacted, the amendments (other than the amendments to Section 204 (ratification of defective corporate acts and stock), Section 205 (proceedings regarding validity of defective corporate acts and stock), Section 262 (appraisal rights), and Section 363(b) (appraisal rights of stockholders of a corporation that is not a public benefit corporation in connection with certain amendments to the certificate of incorporation to become a public benefit corporation or certain mergers or consolidations involving a public benefit corporation)) would become effective on August 1, 2015. The amendments to Sections 204 and 205 would become effective with respect to resolutions adopted by the board ratifying defective corporate acts or stock on or after August 1, 2015. The amendments to Section 262 would become effective with respect to agreements of merger or consolidation entered into on or after August 1, 2015. The amendments to Section 363(b) would become effective with respect to agreements of merger or consolidation entered into on or after August 1, 2015 and with respect to amendments to the certificate of incorporation approved by the board of directors on or after August 1, 2015. . . .

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How To Research Corporations.

10 Monday Nov 2014

Posted by in Corporate Law, References, Research

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From Due Diligence to Corporate Intelligence, by Internet for Lawyers Blog

http://tinyurl.com/po56fuh

Say you’re working on a big case, and you need as much information on the opposing company as possible. Or perhaps you’re pitching a potential new client, and want to know everything about their business for your presentation. Maybe your client’s competition is developing a new product or you want to read all the news stories about some development that will affect your business or your clients’. Do you know how to get that information quickly? And for free?

There was a time not so long ago when a law firm would have to use an ‘information specialist’ to find this information, or in extreme cases, hire a ‘corporate spy’ to dig up the most sensitive competitive business information. But today, with so much business, legal and news information available on the Internet, getting this kind of ‘business intelligence’ is infinitely easier. If you know where to look, you too can be a corporate 007. . . .

Big Banks, Big Business, And The DOJ.

02 Friday May 2014

Posted by in Consumer Law, Contract Law, Criminal Law, Intentional Misrepresentation, SEC, White Collar Crime

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Big Banks, Business and Butter: Highlights From Our Q&A on Corporate Impunity, by Blair Hickman, ProPublica

http://bit.ly/1fCRh1R

Reporter Jesse Eisinger offers his thoughts on the lack of white-collar prosecutions, journalism and the Green Bay Packers.

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I don’t think enough attention has been paid to the fact that the white collar laws are inadequate, so there haven’t been many proposed remedies. One thing the DoJ should use is the ‘willful blindness’ or ‘conscious disregard’ charge. As Judge Jed Rakoff wrote recently in the New York Review of Books: Such a charge ‘is a well-established basis on which federal prosecutors have asked juries to infer intent, including in cases involving complexities, such as accounting rules, at least as esoteric as those involved in the events leading up to the financial crisis. And while some federal courts have occasionally expressed qualifications about the use of the willful blindness approach to prove intent, the Supreme Court has consistently approved it.’ . . .

How Do Jurors In A Recession Really Feel About The Financial Industry?

09 Sunday Feb 2014

Posted by in Class Actions, Corporate Law, Finance and Banking Law, Jury Persuasion, Jury Selection, Litigation, Trial Tips and Techniques, Voir Dire, White Collar Crime

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Take This To The Bank: Jurors’ Evaluations Of Financial Industry Defendants During A Recession, by Jill Leibold Ph.D., Director, Jury Research, Elizabeth Babbitt, M.A., Consultant, and Louis A. Huber III, of Schlee, Huber, McMullen and Krause, LITIGATION INSIGHTS

http://tinyurl.com/nx84u56

[I]n the following article, published in DRI’s, For the Defense magazine, we wanted to evaluate biases in the way jurors would view banking or finance defendants. Given that almost all of Americans have felt they’ve been affected by the most recent recession, we conducted a study to gauge those positive or negative attitudes toward the financial industry as well as piece together how these issues could shape jurors’ perceptions toward banking and finance defendants come trial. . . .

Legal Research and Writing Resources Worth Bookmarking.

03 Monday Feb 2014

Posted by in Clouds, Corporate Law, E-Discovery, Google, Law Office Management, Legal Technology, Legal Writing, Research

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8 Great Legal Research and Writing Resources and Blogs, by Cheryl Niemeier, Bose Law and Technology Blog

http://tinyurl.com/lje3ode

SEC’s Enforcement of the Foreign Corrupt Practices Act.

26 Thursday Dec 2013

Posted by in Foreign Corrupt Practices Act, SEC

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SEC Enforcement Actions: FCPA Cases, U.S. Securities and Exchange Commission

http://www.sec.gov/spotlight/fcpa/fcpa-cases.shtml

This website provides hyperlinks for every case from 2013 to 1978. Please note the other websites and links at the bottom of the page. – CCE

Enforcement of the Foreign Corrupt Practices Act (FCPA) continues to be a high priority area for the SEC. In 2010, the SEC’s Enforcement Division created a specialized unit to further enhance its enforcement of the FCPA, which prohibits U.S. companies from bribing foreign officials for government contracts and other business.

Update: On December 20, 2013, the SEC charged Archer-Daniels-Midland Company with violation of the FCPA for failure to prevent illegal payments to foreign government officials. -CCE

SEC Charges Archer-Daniels-Midland Company With FCPA Violations, Press Release, U.S. Securities and Exchange Commission

http://tinyurl.com/kct8jgc

An SEC investigation found that ADM’s subsidiaries in Germany and Ukraine paid $21 million in bribes through intermediaries to secure the release of value-added tax (VAT) refunds.  The payments were then concealed by improperly recording the transactions in accounting records as insurance premiums and other purported business expenses.  ADM had insufficient anti-bribery compliance controls and made approximately $33 million in illegal profits as a result of the bribery by its subsidiaries.

 

Economics Monetary Expert’s Video Goes Viral.

14 Thursday Nov 2013

Posted by in Corporate Law, Recent Links and Articles

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IMAGINE THIS IS YOUR MONEY...and pray to God y...

The Most Viral Economics Video of the Year Surpasses 1 Million Views in Just 3 Weeks, PRNewswire©2013,Newswire, MSN Money

http://on-msn.com/1eSt85I

 When first released, the video rapidly scaled to over 100,000 viewers per day based on massive sharing of this particular episode. The recent U.S. government shut down and debt ceiling debate fueled intense interest in the The Biggest Scam in the History of Mankind – particularly given the timeliness of the subject matter and personal impact of how currency issuance and massive national debts affects us all.

Hosted by monetary expert, Michael Maloney, this is the 4th in his series The Hidden Secrets of Money. The show’s audience continues to grow daily with positive reception of the near 30 minute documentary style episodes. In total, his Why Gold and Silver channel has enjoyed over 8 million viewers since it started and has over 51,000 subscribers.

 

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Billionaire Hedge Fund Titan Stumbles Over Questions About Insider Trading in Video Deposition

06 Wednesday Nov 2013

Posted by in Corporate Law, Depositions, Discovery, Evidence, Fraud, SEC, Trial Tips and Techniques

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Seal of the U.S. Securities and Exchange Commi...

Exclusive: Watch Billionaire Steven Cohen Stumble Over Insider Trading Rules, by Nick Verbitsky, Martin Smith, and Dan Sugarman, FRONTLINE

http://to.pbs.org/188ekb9

In a never-before-published video, hedge fund titan Steven A. Cohen, whose firm this week agreed to plead guilty to securities fraud, describes federal securities laws as “vague,” and asks for an explanation of the basic Securities and Exchange Commission rule that prohibits insider trading.

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The video offers a rare glimpse of the secretive billionaire investor at the center of the biggest insider trading prosecution in U.S. history talking about the very issues that have put him and his firm under such intense scrutiny.

Mary Jo White and JP Morgan’s mea culpa – reckless employees will cost $100 million

16 Wednesday Oct 2013

Posted by in Corporate Law, SEC

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Mary Jo White Is the Woman Who Makes Wall Street Admit Guilt, by Sheelah Kolhatkar, Politics & Policy, BloombergBusinessWeek

http://buswk.co/16OVQzv

PMorgan (JPM), which cannot seem to get out of the headlines, is admitting that its employees behaved recklessly and will pay $100 million to resolve the U.S. Commodity Futures Trading Commission’s investigation