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Insurance
Directors And Officers Liability Insurance And Subprime Mortgage Crisis Related Litigation, by
John T. Wolak and Andrew B. Smith.
The inevitable, and presently occurring, increase in litigation arising out of the subprime mortgage crisis will have wide-ranging effects on many businesses. One way a company can properly brace itself for this
litigation onslaught or any risk of litigation is to understand the nature and extent of its Directors and Officers
(“D&O”) insurance coverage.
Non-Specific.
2 pages. Written:
2008. Added:
7-04-2008.
www.gibbonslaw.com
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Intellectual Property
Privacy and Data Breaches, by
Carmen Natale.
Managing and securing personal data and sensitive business information has become an immense challenge for companies, and attorneys have been obliged to rethink a once-quite sphere that has become dynamic - records management.
Non-Specific.
8 pages. Written:
2008. Added:
7-04-2008.
www.gibbonslaw.com
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Ethics
'Lawrence': Contingent Fees and Unconscionability, by
Glen Banks .
The doctrine of unconscionability reflects a public policy that a court will refuse to enforce an agreement that offends basic notions of civility and fair play.An unconscionable contract is one that is so grossly unreasonable, in the light of the mores and business practices of the time and place, that it should not be enforced according to its terms.
Non-Specific.
2 pages. Written:
2008. Added:
7-04-2008.
New York Law Journal
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Bankruptcy
Acquiring Distressed Assets, by
Joseph Kinning, Berry Spears, Brad Geer & Matt Mazzucchi.
Through the Fulbright Forum, companies of all sizes will get concise, practical business information combined with a legal perspective. Each Fulbright Forum will feature an outside speaker who is a leader in the field discussing a timely topic with experienced Fulbright lawyers who practice in key areas of the law.
Non-Specific.
33 pages. Written:
2008. Added:
7-04-2008.
www.fulbright.com
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Energy
Western States Need to Lead on Carbon Storage, by
L. Poe Leggette .
Gov. Bill Ritter's 2007 Climate Action Plan has set out a thorough and ambitious program to reduce Colorado's emissions of greenhouse gases (GHG). Other Western states have started similar efforts.
But the linchpin of reducing GHG emissions without severe economic dislocations is the ability to capture these gases before they're released into the atmosphere and to store them for the long-term. Western states have begun focusing on this issue, but much more needs to be accomplished soon.
Non-Specific.
1 pages. Written:
2008. Added:
7-04-2008.
Denver Business Journal
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Business
Doing Business in China: What Every US Company Needs to Know Now , by
Jeffrey Blount , Yanhang Hu , Jeff Jiang and Seth Werner .
Topics discussed include:
Sourcing Strategy in China
Made in China: How Yesterday's Economic Reform Policies are Paying Dividends Today
Current Issues for Inbound Acquisitions and Investments in China.
Non-U.S..
49 pages. Written:
2008. Added:
7-04-2008.
www.fulbright.com
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Franchise and Distribution
From Brazil From Brazil to the United States: to the United States: Franchising in the USA , by
Carl E. Zwisler.
Presntation on Franchising in the USA.
This article describes: economic activity in franchised businesses, disadvantages of the USA market, qualifications a company should have before entering the USA market, What should a company know about U.S. laws, U.S. laws and legal system that affect business and etc.
Non-Specific.
86 pages. Written:
2008. Added:
7-04-2008.
www.haynesandboone.com
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Insurance
Insurance Premium Financing, by
Jason T. Barnes.
Although the general concept has been in play for years, only recently have lenders begun systematically extending loans to individuals and businesses for the purpose of financing insurance premiums. In light of these unique features, the premium finance market, and related secondary market, should see considerable activity in the coming years.
Non-Specific.
3 pages. Written:
2007. Added:
7-04-2008.
www.haynesandboone.com
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Health Care
Business Conduct Guidelines For Health Care, by
Judith A. Waltz, Leeann Habte and Jeannine Y. McGregor.
Overall, a Code of Conduct should generally identify what relationships will be subject to scrutiny, ban inappropriate activities, develop mechanisms to guard against improper influence or conflicts on decision-making, and emphasize transparency in relationships between physicians and industry. As the OIG has noted, a Code of Conduct can function like a constitution. Industry sector Codes and Guidelines provide guidance and models applicable to the risks of a specific sector which should be studied and
adapted for individual entity use.
Non-Specific.
7 pages. Written:
2008. Added:
7-03-2008.
Portfolio Media, Inc.
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Health Care
A Malady in Search of a Cure-The Increase in FCPA Enforcement Actions Against Health-Care Companies, by
Mike Koehler.
This article explores the unique FCPA risks and challenges
for health-care companies doing business or seeking to do business in foreign markets. While the risks and challenges are numerous, they are not unmanageable; the key to FCPA compliance is to adopt effective, comprehensive, and well-communicated FCPA compliance policies and procedures.
Non-Specific.
41 pages. Written:
2008. Added:
7-03-2008.
www.foley.com
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Criminal
Debate Over Lawyers' Role in Anti-Money Laundering Enforcement, by
Howard W. Goldstein.
Duty of lawyers representing financial institutions in the United States is almost solely toward their clients, in the European Union, lawyers have affirmative obligations to report suspected money-laundering activity to government authorities. Apart from the reasons advanced by the ABA against imposing gatekeeping obligations on lawyers, the Kuehne case graphically illustrates the new risks associated with gatekeeping.
Non-Specific.
1 pages. Written:
2008. Added:
7-02-2008.
Business Crimes Bulletin
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Business
2008 Update to Guide to Establishing a Subsidiary in China, by
Jie Chen and Jianwei Zhang.
As China’s strength in the global economy continues to grow, businesses need to consider the prospect of
establishing operations within its borders. This article provides general information on establishing a subsidiary by foreign investors, to help provide guidance and demystify the process.
Non-Specific.
6 pages. Written:
2008. Added:
7-01-2008.
Fenwick & West
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Business
Basics of Early Stage Legal Issues - A Guide for Entrepreneurs, by
Rajiv Patel.
This article describes:
2007 Update to Guide to Starting a Corporation,
Financing Basics - Presentation Slides,
Model Preferred Stock Financing Term Sheet (including Sample Series A Preferred Stock Financing Analysis)
Venture Capital for High Technology Companies,
VC Terms Survey (Q4,2006) and Explanation of Terms,
Software Escrows as Part of an Intellectual Property Strategy,
Legal FAQ: Introduction to Patent Law,
Developing a Patent Strategy - A Checlist for Getting Started.
Non-Specific.
106 pages. Written:
2007. Added:
7-01-2008.
Fenwick & West
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Practice Management
How To Conduct a Background Check, by
Genie Tyburski.
Lawyers and clients use the phrase, background check, as a catchall for many types of investigative research involving people or companies. To some, it encompasses a criminal background check. To others, it means finding general information about a business' products and services, reputation, legal status and competitors. For this reason, it helps to understand the context of the request or the specific problem that needs to be solved. More importantly, if the research involves a person, there are legal and ethical reasons for knowing why someone wants a background check.
Non-Specific.
1 pages. Written:
2008. Added:
6-29-2008.
Law Office Computing
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Commercial
'Kay III’ Highlights Reach of FCPA to Payments Abroad, by
Michael J. Gilbert and William Gibson.
‘Kay III’ makes clear that payments to foreign government officials, even if they do not appear to be related in any direct way to obtaining business, may well be considered Foreign Corrupt Practices Act violations.
Non-Specific.
2 pages. Written:
2007. Added:
5-10-2008.
New York Law Journal
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Business
Rights and Responsibilities, by
James Hargrove.
In light of a recent UN report on the issue, this article
considers what, if any, human rights obligations may apply to businesses and whether they face any real threat of litigation if they breach their obligations. Particular emphasis is given to the prospect of litigation in England, Europe and the US.
Non-Specific.
4 pages. Written:
2007. Added:
5-10-2008.
The Commercial Litigation Journal
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Employment and Labor
Dealing With Workplace Disabilities Under The ADA (Part 1), by
Anne Marie Estevez and Athalia E. Lujo.
Employees’ injuries, illnesses, and other disabilities pose complex legal problems for employers. Among the various statutes with which employers must comply when dealing with ill, disabled, or absent employees is the Americans with Disabilities Act (ADA), 42 U.S.C. §§12101-12213 (2006). Employers must consider how, if at all, they can accommodate disabled employees effectively in the workplace in order to avoid potentially costly litigation under the ADA.
Non-Specific.
7 pages. Written:
2007. Added:
5-09-2008.
ALI-ABA Business Law Course Materials Journal
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Criminal
Foreign bribery Risky business, by
Robert Goldspink, Emma O'Kane.
Recent high profile foreign bribery cases in Europe and the US have illustrated the need for companies and their legal advisers to be aware of, and manage, the legal
risks in this area. The risks are real and substantial. US anti-corruption law catches a wider group of offenders than most other countries. The law has been enforced with greater vigour than elsewhere.
Non-Specific.
6 pages. Written:
2007. Added:
5-09-2008.
PLC Cross-border
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Evidence
Five Common Evidentiary Issues in Securities Fraud Actions Against Auditors and Accounting Firms, by
Scott B. Schreiber and Robert Alexander Schwartz.
Cases of securities fraud presenting
complex questions of fact involving the application
of GAAP and GAAS to unique modern
business operations are inherently challenging for
a jury of laymen. Counsel for the plaintiff has a
duty to use that practical reality to his or her client’s
advantage, within the confines of ethics.
Counsel for the auditor defendant should focus on ways to simplify the trial by eliminating confusing or prejudicial evidence from the jury’s consideration.
Non-Specific.
10 pages. Written:
2007. Added:
4-27-2008.
ALI-ABA
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Business
An Overview of Issues and Cases Involving Business Torts in Texas Litigation, by
Fields Alexander.
An understanding of business torts is essential to
the Texas business litigator. This paper outlines key
information regarding the fundamental areas of
business torts including fraud, breaches of fiduciary
duties, and disputes over competition and the use of
competitive information.
Texas.
31 pages. Written:
2008. Added:
4-20-2008.
State Bar of Texas Litigation Update
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Employment and Labor
Don't Just Wing It, by
Donald Benson and Gina Cook.
This article will first examine the nature & threat of the pandemic occurrence of a disease such as avian influenza & its possible effects on Tennessee business operations. Finally remainder of the article will highlight some of the major legal & logistical issues on which counsel should advise business clients in an effort.
Tennessee.
10 pages. Written:
2008. Added:
4-04-2008.
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Business
Should You Sue Over A Term Sheet?, by
Gregory G. Ballard and Jessica Lively.
When negotiations break down between term sheet and contract, you might need to litigate. The range of circumstances in which parties find it useful to prepare a preliminary document memorializing their common goals before they execute a final full-scale contract is limitless.
Non-Specific.
14 pages. Written:
2007. Added:
4-04-2008.
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Banking and Finance
Direct Creditor Claim for Breach of Fiduciary Duty Nixed, by
John J. Rapisardi
.
Together, the Delaware Supreme Court’s decision in Gheewalla and the Chancery Court’s decision in Trenwick each appear to reinforce the principle that the business judgment rule continues to shield good
faith business decisions of directors regardless of the financial state of the corporation.
Non-Specific.
2 pages. Written:
2007. Added:
4-04-2008.
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Insurance
Choice of Entity for Insurance Agencies in Texas, by
John E. Gangstad.
Article discusses how to decide on the best form of business entity depending on the situation and concerns of the owner.
Texas.
5 pages. Written:
2005. Added:
4-03-2008.
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Business
Accountants’ Liability, by
Marc D. Powers and James E. Pfeffer.
The article focuses on a recent decision by the 2d U.S. Circuit Court of Appeals which reversed a decision of the Southern District of New York and held a corporation's auditor primarily liable under § 10(b) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 10b-5.
Non-Specific.
2 pages. Written:
2007. Added:
4-02-2008.
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Government
A Best-Practices Proposal for Compliance Officers, by
Michael G. Oxley and George A. Stamboulidis.
While the conquistador’s extreme tactic
is beyond the pale for modern businesses,
the notion survives that employees do
best when they have a tangible stake in
their employer’s economic success. Today
that motivation often manifests itself as
“incentive-based” compensation, such as
employee stock options.
Non-Specific.
2 pages. Written:
2007. Added:
4-02-2008.
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e-Discovery
Metadata, by
Richard E. Davis.
Corporate information management can be a very complex proposition. It often involves different corporate stakeholders who view & use information in different ways based on a variety of business needs, legal or regulatory requirements. The key to developing the solution to quandary lies in understanding & management of metadata across enterprise.
Non-Specific.
1 pages. Written:
2008. Added:
4-02-2008.
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Information Law and Privacy
Re-Thinking Privacy: 10 Reasons why your Business Should be More Concerned About Workplace Privacy, by
Philip L. Gordon.
In this Littler article, Phil Gordon offers ten most important reasons why workplace privacy issues need more attention. He discusses effects of new technology on privacy in workplace, the scope of workplace privacy laws, litigation stemming from workplace privacy issues.
Non-Specific.
4 pages. Written:
2006. Added:
4-02-2008.
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Health Care
More hospitals are seeking to form affiliations, by
Steven A. Eisenberg.
This article will discuss in greater detail certain drivers behind hospital affiliations, and business and legal considerations that must be carefully examined by both the parties prior to entering into an affiliation so that the affiliation’s potential is maximized.
Non-Specific.
3 pages. Written:
2007. Added:
4-02-2008.
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Corporate and Securities
Dos and Don'ts For a Board Investigation, by
George Stamboulidis and Jamie Pfeffer.
The duty of a Director of any business is to protect the company and its shareholders' interests. This article seeks to guide directors through this process and avoid the traps that appear in accompanying scenario (see box) that many corporate stewards may find themselves confronting.
Non-Specific.
4 pages. Written:
2007. Added:
4-02-2008.
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Business
GAAP Consistently Applied’: Concept Simple, Practice Not, by
Laurie E. Foster and Rachelle Barstow.
Acquisition agreements typically require that both the Target Balance Sheet and the Closing Balance Sheet be “prepared in accordance with generally accepted accounting principles consistently applied.”
This article discusses the meaning of such language in the context of a purchase price adjustment mechanism in an acquisition agreement.
Non-Specific.
3 pages. Written:
2007. Added:
4-01-2008.
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Practice Management
Business Development Tips for Young Female Minority Attorneys, by
Aasia Mustakeem.
Successful business development - or "rainmaking" - can be achieved by following a path that is only slightly different than
what is perceived as the norm. Based on this experience, here are tips for young, female minority attorneys who want to take the initiative and enjoy success and longevity in the profession.
Non-Specific.
3 pages. Written:
2006. Added:
4-01-2008.
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Business
Practice Note: US Foreign Corrupt Practices Act Compliance Program Tips, by
Sharie A. Brown.
This practice note will provide some tips on the elements of an effective FCPA compliance program that will help prevent potential
violations of this act for companies or firms. Companies can prevent FCPA violations with careful planning; testing of compliance procedures; reviewing internal controls, as
well as books and records;
Non-Specific.
4 pages. Written:
2007. Added:
3-13-2008.
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Bankruptcy
Chapter 11 and Environmental Law, by
Joel M. Gross.
Bankruptcy law and environmental law have various things in common. Environmental law deals with places that were once green and have become brown and addresses how to make them green again. And bankruptcy law deals with businesses that were once in the black, have gone into the red, and focuses on how to get them back into the black.
Federal.
3 pages. Written:
2007. Added:
3-13-2008.
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Environmental
Ramifications of Massachusetts v. EPA: Will Congress or EPA Act First?, by
Jonathan S. Martel and Clara A. Vondrich.
The future of greenhouse gas controls in the United States is the subject of an intensifying interplay among all three branches of the federal government and the states. As litigation, regulation & legislation continue to create uncertainty, the stakes for industry and public are high, and caution in business planning now and in future is critical.
Non-Specific.
13 pages. Written:
2008. Added:
3-12-2008.
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Business
Membership Has Its Privileges, by
Mark J. Oberstaedt and Rebecca L. Rakoski.
Many private associations wrongfully believe that they can expel their unwanted members without reason and without fear of repercussion. This common misperception can lead private associations to make costly mistakes that have unintended consequences.
Non-Specific.
2 pages. Written:
2007. Added:
3-12-2008.
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Energy
The Texas Oil and Gas Business Today: What's Happening and How to Invest?, by
Byron F. Egan.
TBOC recently changed its forms & procedures for many of existing provisions & some substantive changes occurred as well. these changes are summarized belowin this article.
Non-Specific.
427 pages. Written:
2008. Added:
3-08-2008.
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Banking and Finance
The Patriot Act and Other Anti-Money Laundering Measures and their Impact on U.S. Business, by
Larry V. Smith.
This paper will explore the implications of each of the measures used to combat money laundering and terrorism, and will indicate what steps must or may be required to be taken by financial institutions, U.S. Persons and other entities to become compliant with the such measures.
Non-Specific.
50 pages. Written:
2008. Added:
3-08-2008.
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Intellectual Property
Patent Notice Letter Demands Legal Counsel and a Fast Response, by
Tom Adolph.
A business may one day receive a "patent notice letter." The letter might accuse the business of patent infringement, or the letter might simply say: "Here is a copy of our patent." Here are few tips about how to respond.
Non-Specific.
1 pages. Written:
2007. Added:
3-08-2008.
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Business
Drafting Agreements With a Litigator's Eye: A Practical Guide, by
Lynne M. Fischman Uniman.
In the drafting of agreements, it is important to remember to: (1) have clarity; (2) provide fairness; (3) recognize and account for larger implications; (4) accomplish goals of the written provisions; and (5) use precedents carefully.
Non-Specific.
3 pages. Written:
2008. Added:
1-27-2008.
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Alternative Dispute Resolution
A new Way of Doing Business: Collaboration, by
Sherrie R. Abney.
New avenues to resolve disputes are appearing on every level of society. Individuals, corporations, and world powers are seeking new directions. Growing dissatisfaction with our courts, lawyers, and judges has initiated the pursuit of alternative approaches.
Non-Specific.
10 pages. Written:
2006. Added:
10-18-2007.
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Intellectual Property
Resolving Intellectual Property Disputes Outside of Court: Using ADR to Take Control of Your Case, by
Alan W. Kowalchyk.
It is becoming apparent to more and more business organizations that the benefits of alternative dispute resolution are substantial and often outweigh the traditional values of vindication that have led many to use litigation to handle IP cases.
Non-Specific.
8 pages. Written:
2006. Added:
10-09-2007.
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Alternative Dispute Resolution
Business-to-Business Mediation/Arbitration vs. Litigation, by
Natioanla Arbitration Forum.
Business-to-Business Mediation/Arbitration vs. Litigation
Non-Specific.
14 pages. Written:
2005. Added:
9-22-2007.
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Expert Witnesses
Rule 10b5-1 Plans: The SEC is Taking a Hard Look, by
Barrett Howell.
In a study strikingly similar to one that sparked the storm of stock option backdating investigations, government actions & shareholder lawsuits an associate professor at Stanford University’s
Graduate School of Business recently published a study suggesting that some participants in Rule 10b5-1 trading plans may be gaming system.
Non-Specific.
3 pages. Written:
2007. Added:
8-28-2007.
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Appellate Practice
A Tour of The Ivory Tower: Developments in the United States Supreme Court That Every Business Lawyer (and Client) Should Know A, by
Kendyl Hanks, Robert Witte,.
Significant opinions from the high court in the areas of patent law, antitrust, environmental law and securities law, among others, will have far-reaching impact on many U.S. businesses. Panelists will review recent opinions, and will discuss pending cases and issues the Supreme Court is expected to address in coming terms.
Non-Specific.
39 pages. Written:
2007. Added:
8-28-2007.
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Business
Best Practices for Outsourcing Governance, by
Thoma M. Myers & Milton B. Whitfield.
Objective: Achieve an understanding of issues and some best practices associated with governance in an outsourcing arrangement.
Topics Covered:
Topics:
I.Introductions
II.Governance Overview
a)Definition
b)Extent
c)Importance
d)Key Elements
e)Context
Non-Specific.
39 pages. Written:
2007. Added:
8-27-2007.
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e-Discovery
eDiscovery: Your Blueprint to Success, by
Morgan, Lewis.
Scope:
• eDiscovery, by it very nature, is easier
to get wrong than it is to get right
• Review of this volume of data is
beyond human capability and growing
exponentially
• Cost and disruption to normal business
operations can be enormous
Non-Specific.
51 pages. Written:
2006. Added:
8-02-2007.
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e-Discovery
Obstacles to Native Productions: Has Microsoft Brought Us One Step Closer?, by
Jake Frazier.
Federal Rule of Civil Procedure 34(b) prescribes that relevant records are to be produced as they are “kept in the usual course of business.” Proponents of native productions also point out that the process of injecting native documents into a paper discovery system necessitates a costly, time consuming, and sometimes counterintuitive process.
Non-Specific.
3 pages. Written:
2005. Added:
7-13-2007.
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Intellectual Property
Hot Topics in IP & Business Implications, by
Kristy Joi Downing, Jim Morrow.
Hot Topics:
Patents 101
MedImmune v. Genentech
- Licensing IP
eBay
– Enforcing IP
KSR v. Teleflex
– Patentability/Validity (Obviousness)
Q&A
Non-Specific.
19 pages. Written:
2007. Added:
5-12-2007.
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Media and Entertainment
Speaking Notes for FCBA CLE on Foreign Investment in FCC Licensees, by
Team Telecom.
The CFIUS, Team Telecom, and FCC processes overlap when a foreign investor seeks to acquire control of a U.S. telecommunications operator or infrastructure owner. The CFIUS does not review “greenfieldinvestments” in the United States, and instead only acquisitions of existing U.S. businesses, albeit for all sectors of the economy.
Non-Specific.
9 pages. Written:
2005. Added:
5-11-2007.
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