July 02, 2004

Job Transitions -- Cans of Worms versus a Few Loose Ends

The latest issue of the ACC Docket (available on-line to Association of Corporate Counsel members only) has an amusing-but-serious article by Adobe's Philip Strauss about the challenges of moving into an in-house counsel job. (Scroll down to page 5 of the PDF.) One of his comments was:

When you step into a new in-house job, you will inherit someone else's work (you will also leave some unnamed heir an inheritance of your own in your previous job).

That reminded me of an old Navy saying: Whenever you relieve [take over] in a billet [job], it seems like you inherit a real can of worms that the previous guy left for you. But then two or three years later when you're relieved by the next guy, you yourself leave just a few loose ends to tie up. I guess it's all a matter of perspective.

July 2, 2004 in Leadership and Management | Permalink | Comments (0) | TrackBack (0)

June 30, 2004

Siebel in Reg FD Trouble Again --
What Were They Thinking?

You probably saw in the business news that Siebel Systems has gotten itself into Regulation FD (Fair Disclosure) trouble again. See the Securities Litigation Watch for a trenchant summary, along with links to the primary SEC documents. My own take on it is in the extended post.



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What Were They Thinking?"

June 30, 2004 in Embarrassments / Bad Career Moves, Securities law, SEC regs / actions | Permalink | Comments (0) | TrackBack (0)

June 29, 2004

Contracts: Are Fewer Physical Pages Better?

From a paper I co-authored for an American Corporate Counsel Association panel discussion:

16. The fewer physical pages a contract has, the more aesthetically acceptable it will be to your management and to the other side. This is true even if you crowd in a lot of text with a small font. (Micro-soft’s contracts are usually done in 9-point Times Roman, a fairly small font.)

Any thoughts? If you had to review a contract, would you rather read 5 or 6 pages of fairly dense type? Or a dozen pages of a more-open layout?

June 29, 2004 in Tips for New In-House Counsel | Permalink | Comments (0) | TrackBack (0)

New Series: Pointers for New In-House Counsel
(from an ACCA paper)

I've done a lot of bar-association CLE presentations [continuing legal education] over the years. One of my favorites was at the 2001 annual meeting of the American Corporate Counsel Association (now the Association of Corporate Counsel). My friend Bob Robinson and I did a panel discussion on "Ten Things I'm Glad I Knew -- or Wish I'd Known -- My First Year as General Counsel." Based on audience feedback results, in 2002 we were invited back to reprise the panel as one of the "Best of the 2001 Meeting," which we did with colleague (Ms.) Randy Segal..

Bob and I prepared a paper to be published as part of the course materials. It actually contained 250 pointers, not just the 10 mentioned in the presentation title. An edited version of the 2001 paper was also published as the lead article in the November-December 2001 issue of the ACCA Docket. (The ACCA Docket is a must-read resource for in-house counsel; it's accessible on-line to ACCA members only.) The 2002 version of the paper grew to more than 300 pointers.

The best sex ever!
Improve your potency!

Bob's and my original intent was to post the paper on the Web an open-source document to which other lawyers could contribute over time. Unfortunately we, meaning I, never actually made that happen; mea maxima culpa. To try to remedy that failing, I've just uploaded the 2002 version of the paper here for downloading. It's in a Rich Text Format document, which should be readable by all major word processors. In addition, I'll be periodically posting exceprts from the paper as blog entries; comments are invited.

June 29, 2004 in Tips for New In-House Counsel | Permalink | Comments (0) | TrackBack (0)

June 25, 2004

Bibliolatry versus Trust in God

On my other blog, The Questioning Christian, I've posted comments (and no, they weren't supportive comments) about a recent essay by a traditionalist Episcopal priest. For those who don't know, in recent years there's been an on-going battle in the Episcopal Church, of which I'm a member, about the proper role of Scripture. I would guess most Episcopalians take Scripture quite seriously, but not as the be-all and end-all. (This befits what a [woman] fellow parishioner describes as "the thinking man's church.") Traditionalists, on the other hand, are quite upset by the prospect of gay and lesbian clergy and of committed same-sex relationships. They claim these things are contrary to Scripture and therefore are per se unacceptable. They have been fighting an aggressive rear-guard action against the church majority, whom they brand as liberal revisionists. It seems clear to me that they intend to split the church if they can't have their way.

June 25, 2004 | Permalink | Comments (0) | TrackBack (0)

June 19, 2004

The Symphony as Fighter Squadron

Fascinating NYT article by a reporter and amateur clarinetist who gets to play with the New York Philharmonic.

. . . As a reporter, I was getting the chance to experience what it felt like to play in a great orchestra, an organism that at its best has the might of a jet engine, the delicacy of an eye-surgeon's laser and the coloristic nuance of a Monet painting.

* * *

. . . I was also struck by how the players invested even the simplest phrases with expressiveness. If Mr. Maazel held a beat here, or pushed forward there, they reacted instantly, like fighter pilots adjusting a wing. It was surprisingly easy to play with them. The solidity of their intonation, rhythm and musicality were like beacons that had only to be followed.

I envy those who get to participate in such an "organism."

June 19, 2004 | Permalink | Comments (0) | TrackBack (0)

June 18, 2004

Hang Up the *#*$ Speakerphone

From Securities Liltigation Watch's description of a California appeals court decision:

Three Marvell employees--Marvell's general counsel; its VP of engineering, and in-house patent attorney--gathered to call a person at Jasmine, a company with which Marvell was negotiating to purchase some technology. Using a speakerphone, the three left a message on the Jasmine employee's voicemail. However, after leaving the initial message, they failed to hang up the speakerphone, and proceeded to have a conversation that also was recorded on the voicemail.

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June 18, 2004 in Embarrassments / Bad Career Moves | Permalink | Comments (0) | TrackBack (0)

June 16, 2004

ABA Project: Model Case Management Orders
for Patent Cases

Several years ago, I chaired a special committee of the American Bar Association's Section of Intellectual Property Law. We set out to develop some model orders for implementing "best practices" in managing patent litigation cases.

(Of course, many of the model orders could be used in non-patent litigation as well.)

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for Patent Cases"

June 16, 2004 in Intellectual Property, Litigation | Permalink | Comments (3) | TrackBack (0)

June 15, 2004

Corporate Governance Changes
as Settlement Currency?

An article by Stephen Taub in today's Compliance Week ($) gives some examples of how companies seem to be using their executive compensation and other corporate-governance policies as "settlement currency" to help resolve shareholder lawsuits. The article's list of companies includes Cendant, Citrix, Enterasys, MCI, Sprint., and Siebel Systems.

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as Settlement Currency?"

June 15, 2004 in Litigation, Securities law, SEC regs / actions | Permalink | Comments (0) | TrackBack (0)

Civil War Among the Educated Class?

Fascinating NYT column by David Brooks. He postulates that the educated elite in this country can be divided into two subclasses: Knowledge workers, and managers. These two classes, he says, "happen to be engaged in a bitter conflict about everything from S.U.V.'s to presidents."

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June 15, 2004 in Politics | Permalink | Comments (0) | TrackBack (0)

June 14, 2004

Counseling an Employee for Poor Performance?
Consider Getting a Signed Written Acknowledgement

In an age-discrimination lawsuit against American Airlines by a former employee, the court recently denied American's motion for a summary judgment dismissing the case. The court's reason offers a lesson for managers and HR personnel.

Continue reading "Counseling an Employee for Poor Performance?
Consider Getting a Signed Written Acknowledgement"

June 14, 2004 in Leadership and Management, Litigation, Record-keeping | Permalink | Comments (0) | TrackBack (0)

That $1.45 Million House May Not Look So Great Now

You're a public-company officer. Your company's been having -- or will soon have -- financial troubles. You've had a hankering for a million-dollar home in Florida. You might want to think twice about buying that house. A former officer of Homestore, Inc., who is now a defendant in a variety of securities lawsuits. recently learned that his purchase of a $1.45 million home in Florida could eventually be found to constitute a sheltering of his assets from creditors, which in turn could make him ineligible to have the company advance his defense costs in various securities lawsuits. See the opinion by the Delaware Chancery Court. (Link via BNA Corporate Counsel Weekly [$])

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June 14, 2004 in Litigation, Securities law, SEC regs / actions | Permalink | Comments (1) | TrackBack (0)

Build Floors, Not Walls

From an on-line Q&A; with NYT columnist Thomas Friedman on the subject of outsourcing:

My motto is build floors not walls. Build stronger foundations so more people can compete without walls. But putting up walls will only impoverish everyone.

June 14, 2004 | Permalink | Comments (0) | TrackBack (0)

June 09, 2004

Adelphia Vendors Motorola, Scientific-Atlanta Implicated in Executives' Securites-Fraud Trial

Today's WSJ ($) reports that, in the trial of two former Adelphia executives, an email and witness testimony have implicated Adelphia vendors Motorola and Scientific-Atlanta as "allegedly help[ing] Adelphia cook its books."

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June 9, 2004 in Criminal Penalties, Finances, Litigation, Securities law, SEC regs / actions | Permalink | Comments (0) | TrackBack (0)

June 04, 2004

After-the-Fact Contract Changes, Side Letter,
Lead to Federal Fraud Indictments

The Department of Justice recently announced that several former Enterasys executives had been indicted for securities fraud and wire fraud. According to the Justice Department, the accused executives altered an already-signed contract to change its terms -- after the close of the quarter -- so that revenue could be recognized in the quarter. One of the executives also allegedly drafted and signed a secret side letter giving a customer an exchange right, and insisted that the exchange right not be referenced in the customer's purchase order, so that revenue could improperly be recognized.

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Lead to Federal Fraud Indictments"

June 4, 2004 in Criminal Penalties, Finances, Sales, Securities law, SEC regs / actions | Permalink | Comments (0) | TrackBack (0)

June 03, 2004

Good News -- I Guess

The Associated Press reports that today the U.S. Attorney's office announced criminal indictments against seven former employees of Symbol Technologies for securities fraud. Symbol's home page announced, "No Criminal Complaint Filed Against Symbol." Imagine being a customer and seeing that on a vendor's home page. (The Symbol home-page item is linked to this press release.)

Continue reading "Good News -- I Guess"

June 3, 2004 in Criminal Penalties, Finances, Securities law, SEC regs / actions | Permalink | Comments (0) | TrackBack (0)

May 30, 2004

Decoupling Office Size From Corporate Status

From Terry Pristin, A New Office Can Mean Making Do With Less, NY Times, May 26, 2004:

When PricewaterhouseCoopers moves into its new offices in Midtown Manhattan this summer, it will slim down by about 200,000 square feet of space from the 1 million it now occupies. Yet PricewaterhouseCoopers says it is not planning to reduce its New York work force of 3,500. Instead, everyone is just going to have to squeeze in.

* * *

[T]he point, naturally, is to save money, since office space is leased by the square foot. In doing so, PricewaterhouseCoopers is also trying to crack the longtime link in employees' minds between space and status - the notion that each higher rung on the corporate ladder brings with it an entitlement to a larger, fancier office.

Partners who now luxuriate in window offices averaging 250 square feet will move to interior spaces half that size, said David Jarman, the executive in charge of planning the new office. Managers who now have as much as 140 square feet will get 80.

This could be a good thing -- Robert Townsend, former Avis Rent-a-Car CEO, suggested it 30+ years ago in his book, Up the Organization!

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May 30, 2004 | Permalink | Comments (0) | TrackBack (0)

Blog Scope

Life gets busy, and my good intentions don't seem to be expressing themselves as regular blog posts about business-law lessons. I haven't posted in over a month, and I've done only 10 substantive posts since January 1.

So as an experiment, I'm going to tinker a bit with the scope of the blog. I'll be broadening its coverage to include interesting things I read, or otherwise encounter, in both law- and non-law areas. In this I'll be following the example of Steve Bainbridge, who somehow manages successfully to mix corporate law with wine and Catholic business philosophy in his eponymous blog, ProfessorBainbridge. I'm hoping the blog can thus also serve as something of a card catalog, to help me locate things that I remember reading but can't put my hands on.

May 30, 2004 | Permalink | Comments (1) | TrackBack (0)

April 28, 2004

$1.1 Billion (Yes, Billion) Verdict
Against Pharmaceutical Manufacturer

Plaintiffs' attorney John O'Quinn just won a $1.1 billion (yes, billion) jury verdict for the widower of a woman who took a diet drug. The verdict came in a wrongful-death suit against pharmaceutical manufacturer Wyeth.

About $ 900 million of that amount was punitive damages, making the ratio of punitives to actual damages approximately 9 to 1. Why didn't this verdict violate Texas's statutory cap on punitive damages? Attorney O'Quinn was quoted in this Associated Press story:

Continue reading "$1.1 Billion (Yes, Billion) Verdict
Against Pharmaceutical Manufacturer"

April 28, 2004 in Litigation | Permalink | Comments (0) | TrackBack (0)

April 23, 2004

Public Allegation of Copyright Infringement
Leads to $300K Defamation Verdict

If you think a competitor is doing something illegal, like infringing your copyright, it's usually best not to complain to customers about it. If it turns out you're wrong about the alleged illegality, you could be liable for defamation. A Web site operator named Boats.com recently learned a $300,000 lesson on that subject in a Florida federal district court.

Continue reading "Public Allegation of Copyright Infringement
Leads to $300K Defamation Verdict"

April 23, 2004 in Intellectual Property, Litigation, Marketing, Sales | Permalink | Comments (1) | TrackBack (0)