Among the many important decisions a company facing a SEC investigation must make is the decision whether to publicly disclose the existence of the investigation. The decision may depend on the stage of the investigation, what is being investigated, and what is the likelihood of a bad outcome. While the weight of authority suggests that
When the wolf is literally at your door and an unwelcome offer to buy your company arrives, what is the role of in-house counsel? That situation is playing out in real time on CNBC, trade journals and newspapers as Canadian Pacific Rail and its legendary CEO, Hunter Harrison, along with activist investor Bill Ackman of
In September, Volkswagen announced that it had rigged diesel emissions tests in the United States to make its “Clean Diesel” cars seem energy efficient while they were being tested. In fact, the cars emitted pollutants up to 40 times more than what is allowed by U.S. law. After the announcement, which affects 11 million cars
The so-called “ride sharing” service Uber has grown dramatically over the last few years. The company’s business model is actually quite simple: its smartphone-based app connects drivers offering rides and passengers seeking them, passengers pay mileage-based fees through credit cards that the company keeps on file, and Uber then takes a percentage of each fare
For the past several years, the Securities and Exchange Commission (SEC) has brought the vast majority of its enforcement proceedings before its own administrative law judges (“ALJs”). The SEC’s success rate in cases before ALJs has been a startling 90% over the past 4.5 years, compared with 69% in federal court over the same period.
In an important recent ruling, the Delaware Supreme Court confirmed what many practitioners long suspected: that a secured creditor that mistakenly authorizes the filing of a “termination statement” will lose the lien covered by the termination statement, even though the creditor did not intend to release the lien. In Official Committee of Unsecured Creditors of
A “series LLC” is an LLC that has one or more “series.” A “series” is like, but not quite, a subsidiary. About a dozen states currently offer series LLCs. Most can have their own assets and liabilities. Internal liability shields provide that assets associated with a series are available only to creditors of that series,
Franchising is a growing business model in the U.S. As franchising grows, however, franchisors can compete with their franchisees over the right to goodwill generated by the franchisee. I have recently completed a dissertation in Temple’s doctoral program that examines legal mechanisms to address expropriation of goodwill generated by franchisees, and proposes an alternative solution.