Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which requires the directors themselves to convince the reviewing judge(s) that their Continue Reading
The Supreme Court Continues Stability in the Secondary Mortgage Market
On Monday, the Supreme Court reaffirmed the principle that junior “underwater” residential mortgage liens can “pass through” a bankruptcy case unaffected. In Bank of America, N.A. v. Caulkett, the Supreme Court held that the Bankruptcy Code does not allow an individual chapter 7 debtor to Continue Reading
Websites Required to Post “About Us” Contact Info Under New Florida Law
Effective July 1, 2015, many websites will be required to comply with Florida’s new True Origin of Digital Goods Act. This act adds Florida to the growing list of states with laws aimed at achieving transparency in online business transactions and antipiracy efforts. Signed into law on May Continue Reading
Delaware Chancery Ruling Offers 171 Million Reasons to Address Inherent Conflicts of Interest in Delaware Limited Partnerships
Delaware law provides that (except for the covenant of good faith and fair dealing) duties, including fiduciary duties, may be “expanded or restricted or eliminated by provisions in the partnership agreement” (6 Del. C. §17-1101(d)). A recent opinion issued by the Delaware Court of Continue Reading
5 Tips for Raising Capital for Early Stage Companies
Here are the 5 Tips: 1. Don’t give up pro-rata rights to your first investors 2. Restrict your share restrictions 3. Avoid having too many people overly involved 4. Avoid limits placed on management compensation 5. Find investors who get it Visit Venture Capital and Emerging Continue Reading
A Warning to 401(k) Plan Sponsors Relying on Third-Party Administrators (TPAs)
Even When Using TPAs, You Are Still Responsible for Proper Administration and Recordkeeping of Hardship Distributions and Loans A recent news bulletin from the IRS serves as a cautionary reminder that plan sponsors retain responsibility for the proper administration of participant hardship Continue Reading
Supreme Court Seals Tight a Trademark Trial and Appeal Board Decision
In a recent case that will raise the stakes for companies involved in contentious administrative trademark proceedings, the U.S. Supreme Court held that the administrative tribunal, the Trademark Trial and Appeal Board (TTAB), may make decisions which are binding on the parties and courts in later Continue Reading
New Pipeline Safety Rules: What You Need to Know
Executive Summary New regulations for pipeline construction, safety and transportation issued by the Pipeline and Hazardous Materials Safety Administration (PHMSA), which is an agency of the Department of Transportation (DOT), will become effective October 1, 2015. The hodgepodge of miscellaneous Continue Reading
Federal Circuit Rules Launching a Website or Other Advertising Alone Is Not Service Mark “Use”
Launching a website or other advertising alone is not enough to prove “use” of a service mark. You must actually render the services you claim in connection with your service mark before you file your federal use-based registration application or statement of use. The Federal Circuit has Continue Reading
Employers: Properly Administer Nonqualified Deferred Compensation Plans, or You May Be Held Liable to Participants for Adverse Tax Consequences
An employer’s liability to retirees for “improper” FICA tax withholding illustrates the importance of diligent administration of nonqualified deferred compensation plans. In the recent case of Davidson v. Henkel Corp.,1 a federal district court found an employer, Henkel Corporation Continue Reading