I'll Show You Mine Before I Show Anybody Else: Exclusive First Look Agreement Form
Toolbox had never heard of a "first look agreement" until it picked up a sample of today's second download, Exclusive First Look Agreement, submitted for your perusal by Kenneth M. Kaufman (Manatt, Phelps & Phillips, LLP) and Thomas A. Magnani (Howard Rice Nemerovski Canady Falk & Rabkin). If Toolbox understands correctly, these are licensing agreements that obligate one party to give another party first dibs (or look, or right of first refusal) at a creative project, usually film or television, with the creative party receiving some sort of consideration for its sacrifice. Hey, Toolbox got that right out of the first paragraph of the download.
I'll Show You Mine If You Show Me Yours: Executive Compensation Disclosure And Shareholder Activism
Papa Toolbox never divulged his salary to the family. "None of your
business," he intoned. Of course, when Toolbox got a job, Papa Tool
would do anything he could to find out what Toolbox earned, and then he
tried to find ways to get Toolbox to give it all away (all being like
$25) to UNICEF or to buy trees in Israel. Of course, when push came to
shove, Mama Toolbox would side with Papa Toolbox, which always left a
vote of 2-1 in favor of whatever initiatives Papa Tool had in mind for
Toolbox's not so lofty riches. This was the Tool family's own
rudimentary "say on pay" program, though it was more like "say what you
can do with your pay." Toolbox can't imagine that any company would go
that far with executive compensation, even with all the
anti-compensation sentiment out there. But the compensation landscape
has been changing dramatically, what with a new pay Czar and the SEC
revisiting its rules on the matter, so never say never.
"Knock Knock"..."Who's There?"..."SEC Examiner"..."SEC Examiner Who?"..."Wrong Answer." Preparing For The SEC Mutual Fund Examination Process
Even while the SEC's auditing processes have come under fire for
potential lapses in the Madoff affair (and now, allegedly in the
Stanford Financial case), those processes do exist, and the Agency does
carry out audits of investment companies, such as mutual funds. At one
of her initial public appearances, speaking before the assembled throng
for PLI's The SEC Speaks in 2009 program (held February 6 in
D.C.), SEC Chairman Mary Schapiro assured that "A strong and
reinvigorated SEC will be on the beat like never before to catch
wrongdoers." That is to say, when the SEC comes knocking, you better be
ready.
The
SEC's Office of Compliance Inspections and Examinations
(OCIE) maintains "[e]xaminers in Washington DC and in the Commission's
11 regional offices," who "conduct examinations of the nation's
registered entities, including self-regulatory organizations,
broker-dealers, transfer agents, investment companies and investment
advisers." The exams serve a dual purpose: detection of fraud and other
securities law violations, as well as fostering compliance with rules
and regulations. Inside the OCIE, there is a separate "Office of
Investment Adviser/Investment Company Examinations," which is
"responsible for the examination of approximately 10,600 investment
advisers ("IAs") and 940 investment company complexes ("ICs")
registered with the Commission with total assets of approximately $32.3
trillion dollars." It is this sub-examiner with which we are concerned
today. When they come knocking, you want to be able to answer the door
with a smile. So how can you help to put out the welcome mat?
Brian D. Robbins: Controlled groups on the ERISA hot seat
PLI: Can you offer a general overview of the principle of "controlled
group" liability under ERISA, and the circumstances under which the
incurrence of pension liabilities by a private equity fund portfolio
investment company may result in liability to the Investment Fund, its
affiliates and/or the Investment Fund's other portfolio companies?
BRIAN D. ROBBINS: The following is a general overview of the
principle of "controlled group" liability under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the
circumstances under which the incurrence of pension liabilities by a
private equity fund (an "Investment Fund") portfolio investment company
may result in liability to the Investment Fund, its affiliates and/or
the Investment Fund's other portfolio companies. [I] also summarize the
application to "controlled groups" of discrimination testing for plans
intended to be qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code").
Continue reading "Brian D. Robbins: Controlled groups on the ERISA hot seat"
Ellen Sinreich: Green real estate is not just good for the environment; it's good for business
PLI: We often hear the "environmental" case for green; what is the business case for green real estate?
ELLEN SINREICH: What is often referred to as the "business case" for
green real estate is beginning to be understood, documented and
quantified. Intuitively, it makes sense: buildings that use minimal
amounts of energy and that have highly efficient and appropriately
sized mechanical systems, that feel better
to be in, incorporate recycled, rapidly renewable and regional
materials, make the most of sun, wind and storm water patterns,
contribute to diversifying natural ecosystems, allow for more open
green space, reduced water consumption and minimize their burden on
aging, overtaxed municipal water systems are more valuable buildings
than they would otherwise be. This translates into an increased bottom
line. How can anyone argue with the benefits of a building that
conserves the earth's natural resources, is healthier to occupy and
costs less to operate and maintain?
Older Entries »
Back to top
About "In Brief"
PLI in Brief is the online home of Practising Law Institute's popular weekly eNewsletter series more...
Recent Archives
• July 2009
• June 2009
• May 2009
• April 2009
• March 2009
• February 2009
Categories
• All-Star Briefing
• Compliance Counselor
• The Lawyer's Toolbox
• The Pocket MBA
• Accounting
• Class Actions
• Communication & Media
• Consumer
• Copyright
• Corporate
• Employee Benefits
• Employment Law
• Environment
• Financial Institutions
• General Practice
• Immigration
• Information Technology
• Intellectual Property
• International
• Law Practice Management
• Licensing
• Litigation
• Privacy
• Private Equity
• Real Estate
• Securities
• Tax
• Trademark
20% off PLI Treatise!
Employment Law Yearbook 2008, by Orrick Herrington & Sutcliffe LLP, the one volume source to help your clients lessen their legal exposure, no matter what front, including whistleblowing, workplace violence, downsizing, privacy, and trade secrets.
order...
20% off PLI Treatise!
Accountants' Liability, by Dan L. Goldwasser (Vedder Price Kaufman & Kammholz PC), M. Thomas Arnold (University Of Tulsa College Of Law), and John H. Eickemeyer (Vedder Price Kaufman & Kammholz PC). Use the link to order this uniquely comprehensive legal and tactical resource.
order...
|
Feeds
Full-Content FeedWhat are feeds?
Credits & Contacts
General Email Inquiry
Editor
Michael Singer
About PLI
PLI is a non-profit continuing legal education organization dedicated to providing the legal community with the most up-to-date information available. Founded in 1933, PLI's continuing mission is to enhance the professionalism of attorneys and other qualified persons by providing, in a cost effective manner, the highest quality and most innovative programs, online CLE, publications and other services to enable them to practice law competently and ethically, and to fulfill pro bono responsibilities.
All contents
Copyright © 2007-2009
Practising Law Institute
810 Seventh Avenue
New York, NY 10019-5818
For more information call (800) 260-4PLI
(212) 824-5710
