Free With Registration: The Twitter Effect
Stephen E. Older, a partner at McDermott Will & Emery, writes: Given the opportunities for corporate misinterpretation of regulatory rules and exchange-based guidelines, and possible investor misinterpretation of informal communications, companies using social networking tools and Web sites to deliver complex financial information must have a clear understanding of the underlying philosophies of, and standards imposed by, the SEC's Website Guidance.
Providing Clarity in Article 9
Karen B. Gelernt, a partner at Cadwalader, Wickersham & Taft; Lech Kalembka, special counsel at the firm; and E. Perry Hicks, an associate at the firm, write that we should familiarize ourselves with another round of proposed amendments. These amendments, which are expected to be finalized next year, will not involve major surgery, they say; instead, they will offer the balm of guidance and clarity concerning certain issues that have irritated commercial practice over the past few years. The authors discuss some of these troublesome issues and the resolutions, if any, contemplated by the amendments.
Material Adverse Change Trends
Howard Spilko, a partner at Kramer Levin Naftalis & Frankel, and Joshua Little, an associate at the firm, write that although most courts impose a significant burden on a buyer in demonstrating that a material adverse change has occurred justifying a walkaway from the deal, the courts have signaled receptivity toward enforcing MAC provisions that set forth objective quantifiable metrics. As the M&A market continues to rotate in favor of buyers, now is the time for buyers to enhance the certainty of the MAC condition by including objective quantifiable metrics that would result in greater clarity and effectiveness of such provisions.
Global Employment Law Compliance
Stephen J. Hirschfeld, a partner at Curiale Hirschfeld Kraemer, and Ginger D. Schroder, a partner at Schroder, Joseph and Associates, write: Determining how to ensure global compliance with the myriad of often complex legal differences in employment laws from jurisdiction to jurisdiction can cause headaches for even seasoned in-house counsel. The key to successfully negotiating this potentially treacherous path is to devise a sound system for identifying potential compliance issues and developing a plan to ensure satisfaction of the same.
