From the monthly archives:

April 2008

Lessons learned so far from the Microsoft-Yahoo takeover fight – Marc Andreessen

April 28, 2008

Famed Internet entrepreneur Marc Andreessen teamed up with two corporate lawyers to publish some lessons already learned from Microsoft’s attempt to take over Yahoo. For example: • Staggered three-year board terms, with only one-third of the board members being elected each year, would have made it easier for Yahoo to resist a hostile takeover.  With [...]

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Think out loud, but say so – Brad Feld

April 25, 2008

Denver-area venture capitalist Brad Feld tells of a board call yesterday for one of his companies. The CEO left the other board members thoroughly confused. (That’s never a good thing for any subordinate reporting to a superior, let alone for a CEO reporting to his board members.) The lesson learned was one that most executives [...]

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Reduce out-of-state taxes: Give your affiliates arms-length terms

April 17, 2008

If your company has subsidiaries in other (U.S.) states, you need to think about whether those states can make you pay taxes on the income of other members of the corporate family. As a rule of thumb, the more separation there is between businesses, the lower the odds of being forced to pay out-of-state income [...]

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Camel’s noses and tents

April 17, 2008

The Wall Street Journal opines about the recent resignation of former General Re CEO Joseph Brandon, thought to have been brought about by pressure from the Department of Justice: … the Sage of Omaha may not have had much choice. Fiduciary duty to Berkshire shareholders requires him to avoid a criminal indictment of Gen Re [...]

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A better way of nipping business legal disputes in the bud

April 16, 2008

The horrors of lawsuit discovery Cut the crap As I mentioned a few minutes ago, the CEO of Blue Jeans Cable, a former litigator, responded pretty forcefully to a cease and desist letter from Monster Cable, alleging various forms of infringement. One of the things I liked about the Blue Jeans response was its detailed [...]

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Monster Cables picked the wrong guy to threaten

April 16, 2008

Monster Cables, which makes extremely high-priced stereo cables, has apparently sent a cease-and-desist letter to Blue Jeans Cable, alleging various kinds of infringement. Bad move – the president of Blue Jeans Cable, Kurt Denke, is a former litigator who responded pretty forcefully: … Once I have received the above materials and explanations from you, I [...]

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Signed Google’s non-competition clause, then got laid off

April 12, 2008

According to a Valleywag report, Google asked employees of its recent acquisition DoubleClick to sign a new employment agreement.  The employment agreement contained a non-competition clause and a non-solicitation clause. A week later, the lay-offs began. Question: Will Google be able to prevent the laid-off DoubleClickers from going into competition? The comments to the Valleywag [...]

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Co-creators shouldn’t wait too long to claim their share

April 4, 2008

A day late and a dollar short — well, more like 13,000 days, and possibly millions of dollars. In 2005, the guy who played the organ in Procul Harem’s 1967 hit A Whiter Shade of Pale filed suit against the lead singer. Matthew Fisher claimed he was entitled to an estimated $2 million in back [...]

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Confidential information notes posted

April 3, 2008

I just posted a long article with general notes about confidentiality clauses.

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Moved ….

April 2, 2008

I’ve migrated the 100 Feet Up blog to self-hosted WordPress software. The RSS feed is the same, and so is the URL (www.100feetup.com), so the change should be transparent to just about everyone. I’ve been a faithful TypePad user for going on five years, but WordPress can do some writerly stuff I want to do [...]

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An oral understanding might not get you off the hook for a written contractual obligation

April 1, 2008

You have to wonder whether to feel sorry for the loan broker in Wheeler vs. Blumling. This broker found a business loan for a customer, and then went along with the lender’s insistence that the broker himself sign a guaranty. Unfortunately, things went badly awry (including the indictment of one of the borrower’s business associates [...]

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