State Bar of Texas Insurance Law Section Annual CLE Program Introduction For the last several years, a dark cloud has hung over Texas policyholders seeking coverage for claims made against them for negligence but arising from the intentional conduct of others. Perhaps no other group has endured this storm more than employers who by their “deep pocket” status have routinely been hailed into court for the intentional acts of those they employ ...
Mergers and Acquisitions 2002: Effective Dealmaking in the Post-Boom Economy A Powerpoint presentation covering the following: Current M&A from a Seller's Perspective Current M&A from a Buyer's Perspective For Both Buyer and Seller, Increased Challenges for M&A Transactions MAC Conditions Invoked as a Reason for Termination of the Deal – The Impact of Tyson and Enron What is a MAC? A material adverse change in what? What does “material” mean? Where’s the beef?
Mergers and Acquisitions 2002: Effective Dealmaking in the Post-Boom Economy A Powerpoint presentation covering the following: The Changing Landscape of M&A Current M&A Environment – Positive Factors Current M&A Environment – Negative Factors Recent Changes in the M&A Environment
To Our Public Company Clients: On June 6, 2002, the Corporate Accountability and Listing Standards Committee (the “Committee”) of the New York Stock Exchange released a report (the “Report”) recommending reform of its listing standards. In the Report, the Committee expressed concern over recent failures by companies to exercise diligence, ethics and controls and welcomed the opportunity to raise corporate governance and disclosure standards ...
In the Fall of 2000, the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”) issued a decision known to patent attorneys as “Festo.” Critics argued that Festo retroactively and severely restricted a patent holder’s rights, while proponents argued that the decision created more certainty when trying to decide whether a patent was infringed, thus significantly reducing the cost of patent litigation ...
To Our Public Company Clients: The SEC has adopted new rules that generally require domestic public companies to publicly disclose information regarding the potential share “overhang” that exists as a result of all of their equity compensation plans. The new rules affect Regulation S-K and S-B Items 201 and 601, Items 10 and 14 of Schedules 14A and 14C, as well as Item 12 of Form 10-K and Item 11 of Form 10-KSB ...
Copyright © 2002 The M&A Lawyer. All rights reserved. Used with permission of Glasser LegalWorks, 150 Clove Road, Little Falls, NJ 07424, 800.308.1700 In light of publicity surrounding Enron, Global Crossing, and other former "Wall Street Darlings," M&A lawyers need to spend more time worrying about how to avoid potential ethical dilemmas. If it's been too long since your law school professional responsibility course, here's a review of pertinent ehtical rules and principles ...
Department of State: * DOS Visa Revalidation Unit is rejecting cases subject to the 30-day “Condor” security check. Certain responses on the supplemental visa application Form DS-157 trigger the 30-day “Condor” security check. Applicants receiving rejections for this reason must apply for the visa outside of the U.S. and will be subject to the 30-day “Condor” security check. Due to security issues, the DOS cannot divulge the basis for “Condor” triggering responses ...
This paper focuses on the securities laws applicable to an acquisition by a U.S. company of a Canadian company (“Canadian Company” or “Target”). We will focus primarily on negotiated acquisitions of publicly traded Canadian Companies. Such cross-border business combinations are subject to regulation under U.S. federal and state securities laws, as well as the securities laws of the Canadian provinces ...
To Our Public Company Clients: Partly in response to the recent Enron crisis and related media publicity, the Securities and Exchange Commission has announced its views regarding disclosure that should be considered by companies in the Management’s Discussion and Analysis (“MD&A”) section of Form 10-K, Form 10-Q, and registration statements filed with the SEC ...
A Powerpoint presentation analyzing the actions of Enron's board of directors and audit committee and the impacts of this on corporate governance today ...
Federal Court Practice 2002 - State Bar of Texas Introduction This article provides an overview of the most commonly used rules under the Federal Rules of Civil Procedure relating to service of process, federal pleading practice and extraordinary remedies. Because it is an overview, this article is not a good substitute for studying the Federal Rules and the various Local Rules issued by the district courts ...
In: International Business Lawyer Issued by International Bar Association, page 233-235
Introduction A trip across the Mexican border is often a pleasurable experience. The ability to do business in Mexico has also become a profitable experience for many businesses. Increasingly, however, many United States and Canadian businesses doing business in Mexico are finding their venture into Mexico to be less a bus ride to a sunny beach and more a trip on a windy mountain road ...
Introduction Today--more than ever--corporate management is under attack. In the wake of the Enron debacle, corporate decisions are more carefully scrutinized, and the conduct of the company’s directors and officers are now constantly under the watchful eyes of investors, creditors, and government regulators ...
Department of State: ∙ DOS issued public announcements for Peru, Nepal, and the Philippines alerting U.S. citizens to the general security environment, the continued potential for violence, and the possibility of terrorist activity directed at American interests in the regions. ∙ DOS issued a travel warning for Israel, the West Bank, and Gaza due to deteriorating security situations ...
Introduction A. Changes Since September 11. The events of September 11 have brought about an unprecedented surge of change in laws and regulations related to international trade and other aspects of global business. Companies would be well-advised to update and upgrade their trade compliance, internal monitoring and management systems to accommodate the changes that have already occurred and those yet to come. The U.S ...
The recent media coverage of the ENRON crisis and the related Congressional investigations have combined to precipitate new discussions about the adequacy of corporate governance, accounting oversight and financial disclosures. As a result, there is a strong push afoot for new federal requirements in these areas primarily through new SEC regulations. We are again reminded that “bad facts make for bad law” and a crisis often leads to over reactions ...
4th Edition of the Haynes and Boone, Employment Law Desk Reference Guide Chapter Summary The employment of foreign nationals will require a company to follow the rules and regulations of several federal agencies, including the Immigration and Naturalization Service, Department of Labor and Department of State. Employers should be versed in U.S ...
Department of State American Citizen Services: ∙ DOS issued a Worldwide Caution on March 17 stating that the attack on worshippers at the Protestant International Church in Islamabad underlines the growing possibility that as security is increased at official U.S. facilities, terrorists and their sympathizers will seek softer targets. ∙ DOS American Citizen Services will soon begin issuing U.S. passports with new security features to those U.S ...
Business Torts, Spring 2002 This article first presents a historical review of the development of the current framework for analyzing and determining if and when a business tort claim can coexist with a contract claim. Next, the article reviews Haase and its rationale. Finally, the article reviews key Texas Supreme Court opinions from the last five years and their impact on the availability of business tort claims and related tort damages in Texas ...
TABLE OF CONTENTS I. The Basic Anatomy of an Insurance Policy A. The Declarations Page B. The Insuring Agreement 1. Duty to Defend 2. Duty to Indemnify C. Definitions D. Exclusions E. Conditions F. Endorsements II. The Difference between First Party and Third Party Coverage III. Duties of the Policyholder A. Duty to Provide Notice 1. Occurrence Policies 2. “Claims Made” and “Claims Made and Reported” Policies B ...
Scope of Article Declaratory judgment and interpleader actions can be very useful in insurance disputes. Declaratory judgment may be used to resolve issues such as whether a policy was validly issued or otherwise is in effect, the meaning of policy provisions, and the duties of the parties under the policy. See generally Long, Rowland H., The Law of Liability Insurance, Vol. 3, Matthew Bender 1993 ...
Introduction 1. Background of the Foreign Investment Law and Regulations. Consistent with NAFTA, Mexico enacted a Foreign Investment Law (FIL), effective March 20, 1998, which abolishes restrictions of foreign investment in most areas. The Regulations of the FIL, effective on September, 1998, were also enacted to provide legal certainty to foreign investors. 2. General Rule: 100% of Foreign Investment Participation ...
A Powerpoint presentation covering: Rule 190: Discovery Control Plans Rule 192: Scope of Discovery Rule 194: Requests for Disclosure Rule 195: Testifying Experts Rule 196: Requests for Production, Inspection and Entry Rule 197: Interrogatories Rule 198: Requests for Admissions Rule 199.2: Deposition Notices Rule 200: Depositions Upon Written Questions Rule 201: Depositions in Foreign Jurisdictions Rule 205: Discovery From Non-Parties Rule 193 ...
