From the category archives:

Finance Dept

Russian spy swap illustrates a great way to handle disputes

July 10, 2010

The Obama administration’s handling of the Russian spy swap was a pretty impressive display of competent dispute management. See the Times wrap-up story, which reports that officials: compiled a detailed presentation of incriminating evidence; avoided chest-beating that could have provoked a like reaction and made a resolution that much more difficult; swiftly let the Russians [...]

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Big majority of executives now think Sarbanes-Oxley Act isn’t so bad after all

June 21, 2010

When the Sarbanes-Oxley Act was enacted back in 2002, lots of lawyers and business execs predicted that it would cost a lot, that it would be a huge burden, etc., etc. According to a recent survey, however, says the NY Times Dealbook blog, “70 percent of the more than 400 respondents who have put into [...]

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How to sign a company contract without incurring personal liability

June 3, 2010

If you’re an employee of a company, and you sign a company contract as just “John Doe,” you might end up being held personally liable for the company’s obligations. (If you’re the owner of the company as a sole proprietor, or the general partner of a partnership, you probably will be personally liable in any [...]

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Note-taking in meetings and phone calls: Three easy habits your lawyer will love you for

May 27, 2010

Chances are that at some point in your career, a lawyer — yours, or someone else’s — will want to review notes you took at a meeting or during a phone conversation. So thinking ahead to that possibility, whenever you take notes, you should routinely do as many of the fol­low­ing things as you can remember, especially [...]

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A fifth question to ask at every business meeting you attend

May 18, 2010

In one of those smack-your-forehead moments, I realized that there’s an obvious fifth ques­tion to be added to yesterday’s list of four ques­tions that should be asked at every business meeting (which as a re­sult would now have the acronym GPPPA): Goals: What are we trying to achieve in this project or relationship, and why? [...]

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Microsoft defers $305 million in revenue, but better that than the Osborne Effect

April 25, 2010

Well-trained software sales people know not to promise a customer that the customer will get a forthcoming upgrade for free when it is released. Under software-accounting guidelines known as SOP 97-2, when a vendor makes such a promise, the earnings process for the sale won’t be deemed complete until the vendor provides the free upgrade — [...]

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When you can’t just say no in a contract: Three creative compromises

April 13, 2010

Companies often don’t have the bargaining power to get their way in contract negotiations. When that’s the case, they have to think of other ways to help protect their business interests. Imagine, for example, that a customer is negotiating a master purchasing contract with a vendor. The customer would love to flatly prohibit the vendor [...]

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Take a lesson from Indiana Jones: Never threaten to sue – either do it, or don’t

April 1, 2010

Some lawyers seem to think that “cease and desist” and “demand” letters should threaten a lawsuit if the other side doesn’t do what’s demanded. It’s been my experience, though, that nothing good ever comes from explicitly threatening to sue: Your letter will not cause the other side to suddenly see the light and agree with [...]

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Clients seem to like Webcam video conferences, with on-line document sharing, better than traditional on-site meetings

March 20, 2010

A while back I started doing video conferencing with tech-savvy clients, and I’ve noticed that they like it a lot better than on-site meetings. We’ll do Webcam video conferencing — on short notice, for two minutes or two hours, with no travel time — using free video services from Skype or MSN Messenger or Google or Yahoo. [...]

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An acquirer of technology assets in an earn-out transaction may have a duty to make reasonable efforts to promote the technology – 1st Circuit

November 3, 2009

A federal appeals court has ruled that, at least under Massachusetts law, a company that acquired another company’s technology assets, for cash plus an earn-out, was obligated to use reasonable efforts to promote the tech­nology, so that the seller would have a shot at the earn-out payments. See this Law.com article about the First Circuit’s [...]

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Responsibilities of attorneys and other M&A professionals after the Sarbanes-Oxley Act – Byron Egan

November 3, 2009

Dallas corporate lawyer Byron Egan has long been famous for the treatise-like articles he produces for his continuing-legal-education talks. His firm, Jackson Walker, has posted a heavily-annotated paper, totaling nearly 200 pages, on the Sarbanes-Oxley Act and how it affects various aspects of M&A work. The paper also has a couple of useful forms in the [...]

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