Inventory

INVENTORY: Assets intended for sale, being produced for sale or being used to produce goods for sale.

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Put That In Your PIPE And Smoke It: Private Investment in Public Equity FAQ

Pipe is a great word. Merriam-Webster online defines it as "a long tube or hollow body for conducting a liquid, gas, or finely divided solid or for structural purposes." Hence there exists polyethylene pipe, concrete pipe, tobacco pipe, organ pipe, iron pipe, cast iron soil pipe, ductile iron pipe, high-pressure steel pipe, plastic extruder pipe and clay pipe (Grandpappy Toolbox puffed on one incessantly) to name a few types of pipes. But pipe is so good that it can be used to describe body parts (windpipe), Internet accoutrements (the broadband pipe), musical instruments (bagpipe), places (Pipe Springs) and even a state of desire (pipe dream). And then there are the great pipe-related expressions, like "pipe down, kids!" and the title of this article. So it came as no surprise to Toolbox that lawyers and investment bankers have their own pipe. But because there is very little that is tubular or hollow about law or high finance, the pipe that is the subject of this week's first download is sui generis in the pipe world — a simple acronym for Private Investment in Public Equity (PIPE).

Continue reading "Put That In Your PIPE And Smoke It: Private Investment in Public Equity FAQ"

Financial Fraud — When the Numbers Add Up but Still Don't Make Sense

Financial fraud is one of those elusive matters that often lays hidden for years, your clients' management often unaware until the news hits the wire. Then, it's too late. How can you help them? By knowing how to spot fraud or, at least, when to suspect it and be aware of the possibility. Fraud, Regulatory Focus and the "Dark Side" of Performance Management, by Joseph Dooley (KPMG LP) and Walter G. Ricciardi (Paul, Weiss. Rifkind, Wharton & Garrison) is a PowerPoint designed to

• Heighten awareness of internal and external fraud as a major risk area
• Raise awareness of fraud red flags and provide guidance for day-to-day efforts that will help you identify risks of fraud
• Help create a mindset of healthy professional skepticism

With survey results, graphs and helpful resources, it should help you make sense of those numbers, even if you can't add them up.

Download Fraud, Regulatory Forces and the "Dark Side" of Performance Management

The Carbon Footprint's Connected To The Carbon Ankleprint: Enterprise And Supply Chain Carbon Accounting

If ever comes a day when the Financial Accounting Standards Board (FASB) adopts a requirement that companies file a separate financial statement called the "carbon change statement," Toolbox is outta' here because it will have met its intellectual Peter Principle. And though laugh ye' may, we may not be far from that day, at least if you page through this week's second download Enterprise and Supply Chain Carbon Accounting Beyond Compliance: An Emerging Requirement for Gaining and Maintaining Competitive Advantage, by Chris Erickson (Climate Earth, Inc.). (By the way, that gets "longest title of a Toolbox download in history" award). And while FASB makes no appearance in the article, Toolbox may still have met its Peter Principle here. But we always try, so here goes.

Continue reading "The Carbon Footprint's Connected To The Carbon Ankleprint: Enterprise And Supply Chain Carbon Accounting "

Mark Shapiro (Blaqwell, Inc.) assesses the importance for law firms of being strategic in the marketplace

PLI: What does it mean to say a law firm must be strategic in its approach to the market?

MARK SHAPIRO: If success is not only about where you came from, but rather about where you are going, a critical element of that success is determining where in fact you are going — imagining and defining success for the Firm and creating clarity of direction such that all the elements of the Firm can pull together in the same direction. And what is success for privately held institutions with no need to answer to capital markets? — We believe success is achieving the Firm's purpose, however defined, by winning in relevant ways in the marketplace. A good law firm strategy therefore is one that meets two demanding tests:

Continue reading "Mark Shapiro (Blaqwell, Inc.) assesses the importance for law firms of being strategic in the marketplace "

arcelo Halpern (Latham & Watkins LLP) explains why licensing negotiations are different from the typical sales agreement

PLI: How are licensing negotiations different from those for, say, the typical sales agreement?

MARCELO HALPERN: Negotiations of licensing agreements are fundamentally different from those concerning typical buy-sell or supply agreements. These differences have implications for both the nature of the agreement to be negotiated and the behavior and tactics that may be usefully employed by the negotiating team. These differences fall into three major categories: the relationship between the parties, the essential nature of the licensed material to the licensee's business and the level of required technical understanding.

Continue reading "arcelo Halpern (Latham & Watkins LLP) explains why licensing negotiations are different from the typical sales agreement"

Non-Current Assets

Non-Current Assets: Company assets that will not be converted into cash or consumed within a business cycle, or more generally, within one year.

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Getting Away From It All: Taking A Company Private

A public company is treated as an individual for purposes of pleading and the like, so it's no surprise that such an entity often takes on very human qualities — feeling undervalued, a need to get its act together out of the spotlight, a desire to save money by not hanging out with the crowd, maybe just a need for a little privacy. A few years ago, with the aid of the hot private equity market, surprising was the day one company or another didn't go private. The credit crisis ended that, but they will, like all things, come back. The next time around, going private won't be Wild West anymore, with the law of going private, mostly involving Delaware (as do so many things corporate), being relatively well settled.

Continue reading "Getting Away From It All: Taking A Company Private"

Getting To Yes Can Involve A Lot Of No and Maybe: Negotiation Strategy And Tactics

Someone once told Toolbox that it was "a lousy negotiator." You'd think with a drill, hammer and two screwdrivers in its quiver, that wouldn't be the case, Getting to Yes to the contrary notwithstanding. Toolbox is a lover, not a fighter. Still, TB later realized that hurling the epithet, "you're a lousy negotiator" was, in and of itself that actor's negotiating posture. Toolbox knows that having now expanded its arsenal to include Negotiation Strategy and Tactics, by Harry Rubin (Ropes & Gray), for it puts negotiation in a context that Toolbox can understand. And although Rubin acknowledges that "there is no predetermined or 'one size fits all' formula for successful negotiations, the proposed analytical framework for preparing, structuring and conducting negotiations, together with the following salient factors and variables, should help achieve optimal results." The framework is mostly about preparation, yours and your client's:

Continue reading "Getting To Yes Can Involve A Lot Of No and Maybe: Negotiation Strategy And Tactics"

David R. Hendrick: Construction means dispute

PLI: What is it about construction projects that makes them so contentious?

DAVID R. HENDRICK: The construction industry is truly a breeding ground for disputes among and between its participants. Nowhere else in the modern business world are so many different people and entities brought together in a coordinated and interdependent manner, each operating independently and somewhat autonomously, to design and construct a very complex end "product." Further complicating the process, each such project is generally quite unique and different in scale, size, scope and purpose. Moreover, a new team of participants is assembled around each such project. The contractual and legal relationships linking these participants literally form a multidimensional spider's web of connections and dependencies. This consolidated effort must be orchestrated carefully to timely and properly bring the necessary elements together. It is no wonder that construction disputes of all sizes, natures and complexities are commonly encountered.

Continue reading "David R. Hendrick: Construction means dispute "

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