From the monthly archives:

September 2003

Surreptitious Contract Changes II

September 29, 2003

This weekend I posted a clause with a representation that no unmarked changes had been made to a contract, to provide a reasonable basis for signing the electronically-negotiated contract without reading the final hard copy. Today, in a very thoughtful commentary on his Corporate Law Blog, Mike O’Sullivan offers a more rigorous clause that contains [...]

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TrackBacks

September 27, 2003

If you blog, you should use TrackBacks. I just figured out how, by watching the 2-minute QuickTime movie (9 MB) available on the Movable Type explanation of TrackBack. Here’s another explanation that was helpful, at the Cruft Box blog.

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Surreptitious Contract Changes

September 27, 2003

It’s the end of the fiscal quarter, and so a lot of contracts are being negotiated. These days, most contract negotiations are done electronically. I email you a Word document. You email me a “redline” with revision marks and maybe some comments. We talk by phone. Repeat as necessary. In the end, however, we’re probably [...]

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Altered (Document) States

September 26, 2003

The SEC continues its enforcement efforts, yesterday announcing that criminal charges had been filed against a former E&Y accountant for allegedly altering and destroying documents to obstruct an investigation. The SEC’s press release pretty much speaks for itself (bold-faced emphasis is mine):

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Insider Trading is Bad Enough; Lying to the SEC About It Is Worse

September 25, 2003

In the latest insider-trading bust, the SEC settled a case with a North Carolina lawyer who was accused of trading on inside information concerning a client of his law firm. The lawyer allegedly netted a whopping $4,272 in profits, which he disgorged as part of the settlement (and in addition he paid an identical amount [...]

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Hide Outside Comp, Forfeit Your Salary?

September 24, 2003

Last week the Second Circuit federal court of appeals in New York really dropped the hammer on an investment banker. The banker was a nominal partner in a small investment banking firm. The banker had received stock, options, and cash compensation from certain of his firm’s client companies that he was personally involved with. That [...]

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LOI Disclaimer Clause Rescues Investment Bank

September 24, 2003

Many letters of intent contain a clause stating that the parties do not intend to enter into a contract at that time and that neither party will be bound except by a final, formal, signed, written agreement. Earlier this month, such a clause rescued an investment bank from a lawsuit over a failed IPO. The [...]

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California Anti-Spam Law – Welcome, Plaintiffs’ Bar

September 23, 2003

California has just enacted a tough new anti-spam law. See these NY Times and CNET stories. The text of the new law is here. Effective January 1, 2004, the new law: bans essentially all unsolicited commercial email advertisements sent to or from California, except to people who (i) have provided “direct consent” to receiving ads [...]

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Hope They Didn’t Spend All the Money

September 23, 2003

Shortly before Enron filed its bankruptcy petition, it made accelerated payments of deferred compensation to certain executives, to the tune of some $53 million. Yesterday, a bankruptcy judge ruled that those payments had to be thrown back into the general pot that will be shared by the unsecured creditors. See this Associated Press story for [...]

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Good Personnel Records Save the Day for A & F

September 20, 2003

Abercrombie & Fitch fired one of its New York City security supervisors for poor performance. She filed a lawsuit, claiming among other things that she had been fired because she was African-American. A&F won the case without even having to go through a trial, primarily because the fired employee’s manager had kept good personnel records [...]

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Why Shareholders Should Come Third – Great Post

September 19, 2003

There’s a great post today on Mike O’Sullivan’s Corporate Law Blog. It summarizes former Medtronic CEO Bill George’s recent Fortune magazine article about why CEOs should concentrate on pleasing customers, then employees, then shareholders. Not to be missed.

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