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Drafting Executive Employment Agreements That Work for Employers: An Annotated Model Agreement

Employment Agreements are enforced under state law. So it is vital to understand which state law is applicable to the contract. One way is to get agreement that a particular state law governs, but it is necessary to select a state law which has a defensible nexus to the employment relationship. The terms...

How to Keep a Firing from Backfiring

There was a time when firings were financially painful only for employees. Increasingly, however, terminated employees are suing and collecting from former employers. Whether an employee can recover depends on who was fired and why, and on which law applies and on what the jury decides. Read the...

An Overview of and Practical Guidance on the SEC's New Rules Amending Executive Compensation, Related Party, Governance and Form 8-K Disclosure Requirements

The Securities and Exchange Commission (“SEC”) has issued its new rules comprehensively revising the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters. The final rules also modify the....

Duties of the Board of Directors When a Company Is for Sale

The obligations of a board of directors in the discharge of their fiduciary duties are especially significant when the company is for sale. While there is no definitive set of procedures required, directors must take reasonable steps to maximize shareholder value and must take care to place the... ...

How to Create an Immigration Strategy for a Stable Workforce

Despite growing globalization of the US economy, employers are facing more immigration-related obstacles than ever before in employing a global workforce. This includes caps on the number of H-1B workers, backlogs for immigrant visas, higher fees for petitions, and increased enforcement by the... ...

Internet Availability of Proxy Materials

The Securities and Exchange Commission (the "Commission") has adopted new rules that allow issuers to use the Internet as an alternative method to satisfy proxy material delivery requirements. In another step to update its regulatory framework to coincide with today's communication... ...

Section 409A and Its Impact on the Taxation of Deferred Compensation

One of the most significant changes wrought by the American Jobs Creation Act (AJCA) is Section 409A and its impact on the taxation of deferred compensation. Section 409A broadly applies to all forms of deferred compensation, including equity-based compensation and severance arrangements. The... Read...

Best Practices: Applying Game Theory to Internal Investigations

Typically, a client entangled in a complicated, far-reaching government investigation will ask, “How do we resolve this matter?” The better question is: “How do we resolve this and any other potential or collateral matters?” Legal must employ a risk management methodology that...

Fundamentals of Nonprofit Corporations

The term "nonprofit" broadly refers to any organization in which income and revenues are not shared on the basis of ownership as there are no shareholders or official earnings to distribute. Corporate status for nonprofit entities provides a shield against potentially unlimited liability for...

Observing Corporate Formalities

The creation of a corporation by the filing of a certificate of incorporation and the holding of an organizational meeting establishes an independent entity. In order to maintain the fiction of separate existence and avoid a “piercing of the veil,” certain formalities must be strictly observed...

Choosing the State of Incorporation

Traditionally, Delaware has been considered a favored state for incorporation; however, because of other states’ adoption of provisions of a Model Business Corporation Act (see below for the ABA's Model Act) or of provisions of Delaware corporation law, traditional advantages for incorporation...

White Collar Crime

The term "white collar crime" broadly refers to any type of illegal conduct in a business setting. Examples include: Fraud Theft Bribery Extortion Tax evasion Other acts of corruption These crimes carry stiff penalties, including prison sentences that sometimes exceed jail...

Writing Better Contracts with Service Providers

In an Emerging Issues Analysis, Associate Professor James L. Carey suggests that by regularly taking the extra steps to understand the needs of your clients, including those needs documented in the boilerplate, you can better protect your clients customer base, human resources, trade secrets and improvements...

Consumer Credit Card Account Practices Rules

In January 2009, the NCUA (National Credit Union Administration), the Federal Reserve Board, and the OTS (Office of Thrift Supervision) adopted the Consumer Credit Card Account Practices Rules designed to protect consumers who use credit cards from unfair acts and practices. In this Emerging Issues Analysis...

Common Ownership of Sister Corporations Does Not Permit Piercing Corporate Veil of One Corporation in Order to Reach Insurance Policy of Second Corporation

In law school we are taught the sanctity of the corporate veil; that one of the purposes of the corporate structure is to protect the owners/shareholders of corporations from personal liability. One of my favorite law school examples was the taxi owner who owned 20 taxis. He created 10 corporations,...

The Right to an Accounting in Disputes among Members or During Dissolution of LLCs

The right to an accounting by a partner during disputes or at the dissolution of a partnership had long been recognized. The right of a member of a limited liability company (LLC) to an accounting has not been as clear, even though LLCs have been widely used for more than two decades. Although many state...

The Business Judgment Rule Shields Corporate Officers and Directors from Liability for Acts of Negligence and Carelessness

Previously, I wrote about the responsible corporate officer doctrine which permits in some circumstances a finding of personal liability against an officer of a corporation for liability that has been imposed upon the corporation. The responsible corporate officer doctrine can be applied if a corporate...