analysis by the experts

Construing The Meaningful Cautionary Statement Defense: When "Or" Means "And" - July 2010
Abstracted from: Cleaning The Murky Safe Harbor For Forward-Looking Statements: An Inquiry Into Whether Actual Knowledge Of Falsity Precludes The Meaningful Cautionary Statement Defense
By: Allan HorwichSchiff Hardin, Chicago IL; and Northwestern University
Journal of Corporation Law - Vol. 35, No. 3, Pgs. 519-559
What seems like simple grammar is preventing a consistent interpretation of the PSLRA safe harbor. The statute uses the word "or" when listing the two conditions that open the safe harbor for defendants, but some courts apply the "or" as if it were "and." Corporate lawyer and law lecturer Allan Horwich thinks those courts are just plain wrong.
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Before Foreign Acquisitions, Check FCPA Compliance - July 2010
Abstracted from: FCPA Due Diligence In Acquisitions
By: Rebekah Poston, David Saltzman, and Gregory BatesSquire Sanders & Dempsey, Miami FL (RP and GB) and Palo Alto CA (DS)
Review of Securities & Commodities Regulation - Vol. 43, No. 2, Pgs. 13-30
Due diligence is important for any merger or acquisition, but when the deal is overseas, ensuring compliance with the Foreign Corrupt Practices Act is critical. Attorneys Rebekah Poston, David Saltzman, and Gregory Bates explore the concerns raised when hiring a consultant, paying travel expenses, buying gifts, and greasing the wheels.
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Bank Boards Need To Reassess Priorities And Expand The Number Of Seats - July 2010
Abstracted from: Boardroom Burdens
By: Michael Sisk
U.S. Banker - Vol. 120, No. 4, Pgs. 26-29
The process of rebuilding the public's trust in the banking industry will be a slow, painful one, but it must begin as soon as possible. To do so, Michael Sisk suggests that bank boards need to reassess their priorities, raise the directors' compensation, and expand the number of board seats.
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Practical Techniques For Finding Intellectual Property Pitfalls - June 2010
Abstracted from: IP Issue Spotting For M&A Deals
By: B. Delano Jordan and Andrea Hence EvansJordan Law, Chevy Chase MD (BDJ); Law Firm of Andrea Hence Evans, Washington DC (AHE)
Practical Lawyer - Vol. 56, No. 2, Pgs. 56-60
Sometimes the problem is that the target does not own its critical intellectual property; sometimes, even with ownership, a drafting misstep can render a patent worthless. In the case cited by IP attorneys Delano Jordan and Andrea Hence Evans, losing the patent left the entire acquisition worthless. Dealmakers should focus on who owns the IP, how strong it is, and what liabilities attach when the target or acquiror uses it.
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Get A Global Reach By Cross-Listing On Euronext - June 2010
Abstracted from: Foreign Exchange: US-Listed Public Companies May Benefit From Cross-Listing In The Eurozone
By: Julius Melnitzer
Inside Counsel - May 2010, Pgs. 42-44
Seeking greater exposure in the capital markets, some Fortune 500 companies have turned to cross-listing on Paris-based NYSE Euronext, the EU's largest regulated equities market. Julius Melnitzer reviews the advantages (more coverage, lower cost of capital, better spreads), the drawbacks (dilution, adverse effect on home liquidity), and the steps (form a team, and get good outside advice).
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Corporate And Government Refinancings Will Trigger A New Credit Crunch - June 2010
Abstracted from: Hitting The Wall
By: Jonathan Gregson
Global Finance - May 2010, Pgs. 22-25
Government debt is on the fast track to super-sized. In both the United States and Europe, nations are borrowing at record levels, trying to fill the gap from deficit spending and needing to roll over existing debt as it comes due. Corporations are in the same boat, facing bonds with rapidly approaching maturity dates. Jonathan Gregson describes what comes next.
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How To Buy Assets From A Bankrupt Debtor - June 2010
Abstracted from: Distressed Acquisitions: How You Can Create Value During Difficult Times
By: Robert Loewer, Stephen Sayre, and Richard BendixNational Railway Equipment Company, Mt. Vernon IL (RL); Dykema Gossett, Chicago IL (SS and RB)
ACC Docket - Vol. 28, No. 3, Pgs. 47-54
Foreclosure under UCC Article 9? An assignment for the benefit of creditors? A Chapter 11 asset sale? Buying assets from a distressed company can produce a good bargain, but the process demands caution and some expert guidance. Attorneys Robert Loewer, Stephen Sayre, and Richard Bendix advise on which routes are more likely to succeed.
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What A Turbulent, Often Unpredictable IPO Can Teach - June 2010
Abstracted from: Google's CEO On The Enduring Lessons Of A Quirky IPO
By: Eric SchmidtGoogle, Mountain View CA
Harvard Business Review - Vol. 88, No. 5, Pgs. 108-112
What went wrong? All Google wanted, in the beginning, was to share the wealth by giving its employees some equity and to stay quirky and creative. That led to a Dutch auction IPO, but it did not turn out exactly as planned. Google's CEO, Eric Schmidt, explains.
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What To Do When The SEC Comes Calling - June 2010
Abstracted from: The SEC Has A Few Questions For You
By: Sarah Johnson
CFO - May 2010, Pgs. 25-28
Under Sarbanes-Oxley, the SEC must review an issuer's filings triennially. The number of requests from the SEC for clarification is on the rise, Sarah Johnson suggests, especially when it comes to the latest hot-button concerns. Be prepared by drafting filings and financial statements carefully.
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When The Sea Rises, Disclose The Effects Of Climate Change - June 2010
Abstracted from: The SEC Interpretive Release On Climate Change Disclosure
By: Jeffrey Smith, Matthew Morreale, and Kimberley DrexlerCravath Swaine & Moore, New York NY
Review of Securities & Commodities Regulation - Vol. 43, No. 7, Pgs. 95-101
Environmental lawyers Jeffrey Smith, Matthew Morreale, and Kimberley Drexler discuss the SEC's 2010 interpretive release that addresses disclosure obligations relating to climate change. They also consider the complicated interplay of the release and the current accounting standards.
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