Securities
William L. Deckelman, Jr. (CSC) explains why global compliance is getting more difficult by the day
WILLIAM L. DECKELMAN, JR.: At no time in history have the challenges
facing general counsels of global, publicly-held companies appeared so
daunting. The global reach and interconnectedness of business combined
with instant and global information access means businesses today
operate, evolve and are impacted by change 24 x 7 and faster than ever
before. Add to this the effects of the global economic crisis and the
ardent U.S. political and regulatory response to that crisis and public
company directors, general counsels and other executives will tell you
it is the "perfect storm."
Kathy G. Gallo (Marshall Goldsmith Partners LLC) examines leadership succession planning in law firmsonstruction projects to end in dispute
PLI: What are the primary challenges of effective succession
planning, development, and execution for law firms?
KATHY G. GALLO: Our views on the challenges of effective succession planning,
development, and execution are informed by our work with many corporate
leadership transitions and by more limited experience with professional service
firms. Though unique in specific ways, most succession efforts share some
common challenges.
Current Assets
Resources that a company may readily access, either because they are on
hand as cash or because a company can reasonably expect to convert them
to cash by sale or consumption within one business cycle (up to one
year).
Continue reading "Current Assets"
What Credit Card Limit? Debt Settlement Regulatory And Enforcement Update
You wouldn't know it from all the yammering on TV, but consumer credit is still expanding, despite "the crisis." The last time
Toolbox checked (January 2010 Fed Statistics, it
was growing at slightly more than a 2% annual clip, with the total outstanding bill at around $2.2456 trillion, of which
$864 billion is revolving (better known as "on plastic"), which doesn't include write-offs of bad debt. (Phew,
Toolbox's percentage of the total is no more than infinitesimal, even while the monthly bill it receives makes Toolbox
feel like he's the Atlas of debt.) It's no wonder that the most prevalent ads on the airwaves (other than buy and/or
sell gold) are those for debt reduction companies. Toolbox being old school shudders at the thought of using one of
these outfits; however, TB has a pal who engaged one (let's call him "No Longer Maxed-Out Max," and he's back to eating
dinner out again, while Toolbox is sawing through ham and cheese sandwiches at home). Maybe these companies are the
reason why the revolving debt of Americans is actually declining ever so slightly over the past year or so. So what's
the deal with these debt reduction companies? Can they be trusted? Are they properly regulated? Enquiring revolving
debt carriers want to know.
Continue reading "What Credit Card Limit? Debt Settlement Regulatory And Enforcement Update "
When "Liquidity Event" Has Nothing To Do With Beer Or A Close-Out Sale: VC Deal Terminology
Toolbox doesn't want to jinx the recovery, so it won't say business is quite booming, but from where things started a
little over a year ago, things aren't half bad. You can't even find good clearance sales anymore — always a sign
of at least a decent economy, if not quite Happy Days Are Here Again. But if you really want to know what's
bubbling underneath the surface, you have to know what the real moneyed are doing, that is the VC guys and gals. When
their buy-ins to start-ups are increasing at a fast clip, start singing. And things definitely bottomed out for VC along
with the rest of the economy — VC activity in biotech is even sort of booming a little bit. Maybe now's the time
to think about being a lawyer on that end of things.
Nancy H. Wojtas (Cooley Godward Kronish LLP) lists the top ten things companies considering a going private transaction should do when forming a Special Committee
PLI: When considering a going private transaction, what should a company do in forming the Special Committee of the Board? NANCY H. WOJTAS: When a target company's board of directors has determined to form a special committee to negotiate and approve or disapprove a transaction between the target company and the majority or controlling stockholder in a going private transaction, there are a number of factors that must be considered by the board of directors. Since special committees serve an important function — determining that a negotiated conflict transaction is fair — it is extremely important that a properly formed and appropriately authorized special committee has been established.
W. Thomas Conner (Sutherland, Asbill & Brennan LLP) examines the state of the exchange traded product market
PLI: Exchange traded products continue to explode in popularity.
Can you give us an update on the scope of these products and the
market?
W. THOMAS CONNER: Exchange traded funds or "ETFs" are a relatively new
type of investment vehicle. From an investment perspective, most ETFs
function as index mutual funds. Unlike indexed-based mutual funds,
however, ETF shares trade on an exchange and investors can buy and sell
shares throughout the day at market determined prices. This feature,
potentially greater transparency and liquidity than mutual funds, the
opportunity for use in sophisticated trading and hedging strategies,
and lower costs and certain tax advantages, have made ETFs more popular
with some investors than conventional mutual funds.
Notes to the Financial Statement
GAAP-prescribed disclosures and explications that impact the company's
financial condition, but cannot be reflected by mere numbers. Found at
the end of a company's consolidated financial statement.
Continue reading "Notes to the Financial Statement"
Rah, Rah, Ah, Ah, Roma, Ro-Ma Ma Ain't Shakespeare Or Clive Cussler, But It Makes Great Music: Overview Of The Music Publishing Industry
As Toolbox writes these words (which is a few weeks ago), the number one song on Billboard's Hot 100 is Break Your
Heart, by Taio Cruz, featuring Ludacris. Not to show its age, but Toolbox is sure it has never heard that song (it
did take a sneak listen, courtesy of Billboard, eh) or numbers 2, 3, 4, 5, 8, or 10, though it does know #6, Tik
Tok, by Ke$ha; #7, Hey Soul Sister, by Train; and #9, Bad Romance by Lady Gaga. (Even Mama Toolbox
knows that one.) And none of that really matters, since TB can't imagine any of the current crop of hot hits making it
to Rolling Stone's all-time 500 top songs list. Then again, if the
"Weem Away" song can make it ("He-ya, Hi-ya, a-weem away a-weem away") who is Toolbox to judge? The all-time list seems
a little heavy on the 1960s, 70s, and 80s, i.e., before the Internet turned the music industry on its head. The industry
has survived, even thrived, since the threat of free downloads arrived. And it seems, once again, that people are more
than happy to pay for published/recorded music, lest they end up with a music selection consisting of guitar-playing monkeys or piano-playing dogs, though there are some entries
in the Hot 100 that don't sound that much different. (Namely, "Blah Blah Blah," though that really is the most honest
song title ever.) So what is the current state of the music publishing industry, and how does it work, from an
entertainment law perspective?
It Ain't Mac & Cheese, But: Negotiating The IPO Comfort Letter
If all deals were consummated over a steaming bowl of macaroni and cheese, fried chicken or other comfort food, who
knows how shareholders might make out, but at least everyone would be happy in the moment. Comfort letters serve a
similar function. It's impossible to guarantee any deal, let alone an IPO, works long term, but you want as good a shot
as possible. And comfort letters, those pre-offering, due-diligence related auditor assessments procured by
underwriters to the effect that the company's financials are what they say they are, offer that shot. Of course, this
being law and finance, even comfort is a tough nut. So, you can run into all manner of difficulty getting your clients
the comfort letters they need.
Continue reading "It Ain't Mac & Cheese, But: Negotiating The IPO Comfort Letter"
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