September 2009
Working Capital Management
Monitoring process that lets a business know if it is maintaining a proper balance of current assets and current liabilities.
Continue reading "Working Capital Management "
Stay The Pickle, Stay The Lettuce? First Day Orders In Bankruptcy
The first day of anything is fraught with the excitement of the
unknown. There's the first day of school, the first day of work, and
Toolbox's favorite, "the first day of the rest of your life," which
some people say is "today," but Toolbox is pretty sure it was last
Thursday. But none of Toolbox's examples involve quite the paperwork
that a first day in bankruptcy court does. A business and its lawyers
come limping (staggering, crawling) into court with a petition that
basically says, "We're dying here," and a line of creditors is half a
step behind. The judge in this instance has to play Solomon on the
quick to arrange things so that all you-know-what doesn't break loose,
and often there's not even enough of a baby left to cut in half.
Everyone knows what happens on the first day of school, work or the
rest of your life (nothing, almost nothing and nothing, respectively).
But what about the first day of bankruptcy court?
Continue reading "Stay The Pickle, Stay The Lettuce? First Day Orders In Bankruptcy"
GEICO Gecko Need Not Apply: The Captive Insurer
You
won't see cute, little ads with a duck or gecko for captive insurers.
Nor will you hear them being excoriated in whatever policy (pun
intended) debates are kicking around D.C. In fact, you don't really
hear much about them at all. Toolbox had never heard of captive
insurance before today, yet it's been around since the 1950s. And
everything Toolbox knows about captive insurers comes from today's
first download,
The Captive Concept,
by Arthur G. Koritzinsky (Marsh, Inc.). The first thing Toolbox learned
is that captive insurers are not insurance companies that are not even
being held hostage. Rather, they were the ingenious creation of
Frederic M. Reiss, who was representing the Youngstown Sheet & Tube
Co., (o.k., Toolbox got that part from Google) of Supreme Court
decisional fame. This original captive insurer was set up by the
company to insure its own mines. At its most base, this was kind of
self-insurance. Cool.
Continue reading "GEICO Gecko Need Not Apply: The Captive Insurer"
Dotting The "I's" And Crossing The "T's"—GeTTing ExporT ConTrol ComplIance RIghT
One of the CC's favored subjects over the years has been export
control. Part of that is a sublimated desire to travel abroad more
frequently; the rest is just a bow to the reality that the parameters
of U.S. economic growth are increasingly defined by what companies are
able to sell and ship abroad. Left to its druthers, a company would
sell anything it could. Government has other concerns, which leads to
the tension between exporting and export control regimes. Comporting
with the latter is a critical part of continuing the former.
Comportment is even more important now than ever because the government
is getting its ducks in a row, so to speak, when it comes to its
enforcement efforts. As it has done in other areas, it is trying to
increase cooperation among the agencies charged with enforcing the
export control laws. When the right hand knows what the left hand is up
to, and vice versa, you (your clients) better be sure you don't get
caught in an export control juggling routine among the Departments of
Justice, State and Commerce. So in an enhanced enforcement environment,
how do your clients make their compliance programs export friendly?
Continue reading "Dotting The "I's" And Crossing The "T's"—GeTTing ExporT ConTrol ComplIance RIghT"
Stephen C. Durant (Duane Morris LLP) examines preparation for, conduct of and follow-up after, an examiner interview
PLI: Once an interview has been scheduled, how can the lawyer prepare, conduct and follow-up after the interview?
STEPHEN C. DURANT: Thorough preparation is essential to maximize the
effectiveness of the interview. There is only a limited time allocated
for an interview, typically no more than about thirty minutes. During
that short period, applicant must present the issues and propose
solutions, listen and respond to the examiner's viewpoints, explore
alternative resolutions and seek agreement upon an acceptable outcome.
An important benefit to the examiner is that an interview can clarify
the issues and thereby obviate the need to battle where there is
fertile ground for agreement or compromise. However, the examiner has
limited time to prepare for the interview and receives no extra credit
for participating in one. Therefore, it is up to the applicant to make
a clear, cogent and succinct presentation.
Stephen C. Durant (Duane Morris LLP) explains and sets the stage for patent examiner interviews
PLI: Can you please discuss patent examiner interviews? What are their
purposes? When are interviews available and what are some of the
interview formalities? That is, can you set the stage for us?
STEPHEN C. DURANT: An examiner interview is a golden opportunity to
further the prosecution of a patent application. It allows the
applicant to efficiently communicate with the examiner and avoid
unnecessary confrontation. This opportunity will give the applicant
important insight into the examiner's thoughts, helping the applicant
to make informed decisions on the next steps.
Exclusive Dealing Arrangement
Agreements in which a buyer agrees to purchase certain goods or services only from a particular seller for a given period.
Continue reading "Exclusive Dealing Arrangement"
What Did Delaware? Idaho, But Don't Sue Me, Alaska: Pleading Director Knowledge In The First State
Here's a confession — Toolbox tosses into the trash almost all notices
of class action settlements involving companies the stock of which
Toolbox owns. Not only is the few cents per share settlement not worth
having to go back into old records to determine how much of and when
the stock was purchased and sold (just like picking up a penny off the
ground isn't worth the bending), but Toolbox has yet to see any
allegation that any of these companies had done anything so horrible
that Toolbox wanted any part in suing them. Still, Toolbox loves
reading the claims involved in the lawsuit for the learning
opportunity—that is, to see what kinds of claims are lodged and how
lawyers craft them. Securities class actions are amazingly "would'a
should'a could'a," especially when it comes to board of director
knowledge that certain corporate activity would lead to whatever parade
of horrors the complaint alleges and should have been disclosed. This
got Toolbox to thinking about just what directors actually know or can
know about every little thing a company does and how that impacts
lawsuits. Apparently, Toolbox isn't the only one.
Maybe "They" Ought To Hold A Clearance Event To Spur Sales Of Businesses? Acquiring A Privately Held Company, 2009 Style
Toolbox often accompanies friend and this newsletter's über production
editor to Costco (she's got the membership card). As Costco shoppers
know, the range and size of available products there is quite amazing.
(And the samples on Saturday are pretty good, too. Why buy when you can
eat for free?) Costco's ability to sell large items at decent prices
got Toolbox to thinking. Given that dealmaking (with a few notable
exceptions, like the Cubs, who really needed to be sold) is kind of
bouncing off a low ebb these days, Costco ought to have an aisle
devoted to companies that want to sell themselves. You know, cut out
some of the middlemen. That way, interested buyers could simply browse
the businesses aisle, maybe get a sample or two, read the label for
diligence issues and then bring the business to checkout. Yeah, it'll
never happen, but if anyone's got any better ideas...Actually, Toolbox
has found someone who's got a lot of better ideas and observations to
make about the M&A market as it stands.
Truth In Lending Disclosure Changes May Not Set Education Lenders Free — The New Disclosure Rules For Private Education Lenders
When
the CC hears of students graduating from college and professional
schools with debts totaling in the tens of thousands, even a hundred
thousand, it feels a twinge of guilt that it ever complained about the
$12,000 it owed to the guaranteed student loan program after it
finished school. The CC wasn't sure where that money came from or what
strings may have been attached, but back when a year of school only
cost $7,000 or so, nobody asked too many questions, whether loans came
by way of government guarantee or the bank down the street. With a year
of law school at many top schools now costing
in excess of $40,000 and with the median tuition for a year at a private medical school resting at around
$43,000,
large student loans are a fact of life. But, until now, the private
student loan industry has been regulated as if the CC were still taking
on the staggering debt of $2,500 annually, or whatever it was.
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