Autumn · 2011 ·

Total Page:16

File Type:pdf, Size:1020Kb

Autumn · 2011 · aut umn · 2011 · Five Ways Nonprofits and Their Legal Advisors Can Enjoy Year-End The trees are showing their fall colors, reminding 2 | Giving Gifts us that soon the calendar year will end, bringing Many organizations take the opportunity at year- holiday celebrations for many and fiscal challenges end to thank clients and professional colleagues. for most. Here are five legal issues that can arise While exchanging small food gifts or other tokens near the end of the year, along with suggestions of appreciation can be appropriate, nonprofit for how nonprofit organizations can manage them managers should avoid accepting extravagant gifts successfully. from vendors and other for-profit entities that 1 | Dealing with Donors may create the appearance or reality of private inurement. Giving gifts to federal, state, and local Mindful that tax-deductible gifts factor into indi- officials should be avoided altogether, unless the vidual tax planning, many tax-exempt organiza- government ethics rules are checked and followed. tions conduct year-end fundraising campaigns. For example, New York State employees cannot Acknowledging charitable contributions is a legal accept gifts of more than nominal value if it could requirement for certain gifts and good donor be reasonably inferred that the gift was intended relations for all gifts. While the Internal Revenue to influence the recipient. Service permits donors to use their own bank records to document contributions under $250, 3 | Enhancing Employee Relations donors must obtain a contemporaneous written Religious diversity is highlighted because the calen- acknowledgment from the charity to claim a dar creates a time of celebration for many religions deduction for contributions of $250 or more. If and cultures. Employers must be sensitive to the the payment is more than $75 and is partly a fact that different employees may observe different contribution and partly in exchange for goods or holidays, and some may not celebrate any year-end services, the charity is obliged to provide written holiday. Religion is a protected category under documentation. To learn more about fundraising federal and state discrimination laws, and favoring regulation, register for Lawyers Alliance for one type of celebration or excluding another can New York’s November 2 workshop, “Raising be problematic. If planning a year-end office Funds Within the Rules: The Law of the Ask,” party, nonprofit managers should be as inclusive at www.lawyersalliance.org/workshops.php. as possible, use a generic title, and ensure that continued on page four INSIDE Planning for EarlyLearn NYC also: New Board Members Law Firm Appeal Alum Profile: S. Anita Sinha Staff Profile: Neil Stevenson Photo: Laura Dwight www.lawyersalliance.org Lawyers Alliance Law Firm Appeal Continues to Climb Board of Directors The 2010-2011 law firm appeal raised $652,050, setting a new record. Lawyers Alliance thanks Thomas H. Kennedy (Chair) Skadden, Arps, Slate, our two outstanding appeal co-chairs Robert C. Sheehan and Thomas H. Kennedy of Skadden, Meagher & Flom LLP Arps, Slate, Meagher & Flom LLP for their leadership. Each year, the appeal helps to underwrite John D. Lobrano (Vice Chair) direct legal services and educational resources for more than 600 New York nonprofit organiza- Simpson Thacher & Bartlett LLP tions. Lawyers Alliance thanks the following 58 law firms for their generous support: William F. Lloyd (Treasurer) Deloitte LLP Akin Gump Strauss Hauer & Feld LLP Frommer Lawrence & Haug LLP Paul, Hastings, Janofsky Celayne G. Hill (Secretary) Allen & Overy LLP Gair, Gair, Conason, Steigman, & Walker LLP Local Initiatives Support Arnold & Porter LLP Mackauf, Bloom & Rubinowitz Pillsbury Winthrop Shaw Corporation Aronson Mayefsky & Sloan, LLP Goodwin Procter LLP Pittman LLP Joshua Berick Becker, Glynn, Melamed Greenberg Traurig, LLP Proskauer Rose LLP Linklaters LLP & Muffly LLP Hughes Hubbard & Reed LLP Schulte Roth & Zabel LLP Kimberly Brown Blacklow Bernstein Litowitz Berger Jones Day Seyfarth Shaw LLP Cleary Gottlieb Steen & Hamilton LLP & Grossmann, LLP Kaye Scholer LLP Shearman & Sterling LLP Bingham McCutchen LLP Ezra Borut Kirkland & Ellis LLP Sidley Austin LLP BuckleySandler LLP Debevoise & Plimpton LLP Kramer Levin Naftalis & Frankel LLP Simpson Thacher & Bartlett LLP Cadwalader, Wickersham & Taft LLP Glynna K. Christian Linklaters LLP Skadden, Arps, Slate, Meagher Winston & Strawn LLP Caplin & Drysdale Mayer Brown LLP & Flom LLP Ariel J. Deckelbaum Chadbourne & Parke LLP McCarter & English, LLP SNR Denton Paul, Weiss, Rifkind, Wharton Cleary Gottlieb Steen Stillman, Friedman & Garrison LLP & Hamilton LLP McDermott Will & Emery LLP Menaker & Herrmann LLP & Shechtman, P.C. Mike Delikat Condon & Forsyth LLP Orrick, Herrington & Stroock & Stroock & Lavan LLP Davis Polk & Wardwell LLP Morgan, Lewis & Bockius LLP Sutcliffe LLP Debevoise & Plimpton LLP Morrison & Foerster LLP Sullivan & Cromwell LLP Colin J. Diamond Dechert LLP Nixon Peabody LLP Sutherland White & Case LLP Dewey & LeBoeuf LLP Orrick, Herrington & Sutcliffe LLP Weil, Gotshal & Manges LLP Blair M. Duncan Duane Morris LLP Osler, Hoskin & Harcourt LLP White & Case LLP Upper Manhattan Outten & Golden LLP Winston & Strawn LLP Empowerment Zone Fried, Frank, Harris, Shriver Development Corporation & Jacobson LLP Patterson Belknap Webb & Tyler LLP Wollmuth Maher & Deutsch LLP Louis S. Ederer Arnold & Porter LLP David J. Gilberg Sullivan & Cromwell LLP Mark Hoenig Board of Directors Benefits from Additions Weil, Gotshal & Manges LLP Brian Krisberg Lawyers Alliance for New York is pleased to tures and negotiates outsourcing transactions, Sidley Austin LLP announce the appointment of three new members including those related to information technology Leor Landa Davis Polk & Wardwell LLP to its Board of Directors. and business process, and complex commercial Clare O’Brien Kimberly Brown Blacklow, Partner, Cleary Gottlieb relationships. She is an active pro bono attorney Shearman & Sterling LLP Steen & Hamilton LLP for art and youth organizations. John R. O’Neil Kirkland & Ellis LLP Ms. Blacklow’s practice focuses on real estate and John R. O’Neil, Partner, Kirkland & Ellis LLP Neil Radey other asset-based finance transactions as well as Mr. O’Neil concentrates his practice on represent- Credit Suisse structured finance and capital markets transac- ing both domestic and international sponsors Ira I. Roxland tions in both the U.S. and abroad. Early in her of leading private equity, venture capital, hedge SNR Denton legal career, she was a Cleary Extern at Lawyers and other private investment funds. He has Stuart M. Saft Alliance. She currently chairs her law firm’s represented sponsors in numerous billion dollar Dewey & LeBoeuf LLP Community Legal Assistance Committee. private equity fund formations, as well as assisted Glynna K. Christian, Partner, Winston & Strawn LLP clients with a wide range of ongoing operational Ms. Christian advises clients on legal and busi- as well as extraordinary events involving private ness issues relating to commercial and corporate investment funds. He is an active volunteer in transactions with a particular focus on technol- underserved communities in the United States and ogy, media, and telecommunications. She struc- abroad. 2 Early Childhood Education Providers Plan for EarlyLearn NYC New York City is fortunate to have a vibrant early targeted areas. One center will contract with ACS as childhood education community serving 42,000 lead agency for slots for all three centers, and the other EarlyLearn NYC will low-income children. Funded primarily through two will be subcontractors. Lawyers Alliance staff and radically restructure contracts with the Administration for Children’s volunteer attorneys from the New York University Services (“ACS”), children are cared for in a Law School Business Law Transactions Clinic are the methods of variety of settings: center-based care, home-based working with the lead center to draft a memorandum care, Head Start, and Universal Pre-Kindergarten. of understanding and collaboration agreements service delivery to should the ACS contract be awarded. This summer ACS released the EarlyLearn NYC children and the request for funding proposal (“EarlyLearn RFP”) Governance. EarlyLearn will require contractors method of payment that will radically restructure the methods of to create a parent/caretaker body to work with the service delivery to children and the method of provider on program planning and decision making. to providers payment to providers. Changes include shifting Providers will be required to recruit an early health care and other operating costs from ACS childhood education professional, lawyer, and to the providers and combining ACS-funded day finance professional to serve on their boards. In care, Head Start, and Universal Pre-K services addition, their boards will be required to conduct into single, blended contracts. Early childhood annual reviews of self-assessment, enrollment, and education providers are considering how they can recruitment. Organizational bylaws may need continue to serve children within the financial to be amended to reflect these new governance and program constraints of EarlyLearn. Lawyers requirements. Lawyers Alliance regularly assists Alliance will work with providers on a range of nonprofits with bylaws amendments. legal issues throughout the implementation of Case Example: Lexington Children’s Center (“LCC”) EarlyLearn changes. operates a day care center in East Harlem
Recommended publications
  • ?Mckenna Long?????Dentons??????
    ?McKenna Long?????Dentons?????? Consolidation at the top of the global legal industry is showing no signs of stopping with the confirmation that Dentons, fresh off its last big international tie-up, wants to again walk down the aisle — this time with U.S.-bound McKenna Long & Aldridge LLP. Denton's potential addition of the Atlanta-based, 575-lawyer McKenna Long would add a significant new branch to Dentons' growing international structure, which now includes about 2,500 lawyers in 50 countries. If completed, the merger would bring Dentons to a top-three spot in the industry by size, with about 3,100 lawyers. In McKenna Long, Dentons would acquire a well-regarded but somewhat undifferentiated general services firm with solid roots in government contracts, established offices in a handful of major U.S. markets, a network of Washington contacts and no significant international profile. Among its more notable offerings is the firm's intellectual property and technology practice led by D.C.- and Seoul-based partner Song Jung, which has done considerable work for Korean tech giant LG Corp., among others. The addition of McKenna Long "adds to [Dentons'] capacities in D.C. and Los Angeles and San Francisco,” said firm management consultant Eric Seeger, a principal at legal consultant firm Altman Weil Inc. "They already had Chicago, and it gives them a large Atlanta office." For the McKenna Long partners now considering the deal, joining Dentons would immediately vault them from an increasingly squeezed U.S. middle tier into a global network with a slew of multinational clients, but one that is likely still experiencing growing pains from repeated cross-border mergers, experts say.
    [Show full text]
  • January–June 2013
    Index January–June 2013 CONTENTS Subject Index 2 UK Statutes 14 Statutory Instruments 16 International Legislation 17 Law Reports 18 Table of Cases 19 Author Index 28 Book Reviews 30 Glossary 31 2 SUBJECT INDEX January—June 2013 | www.newlawjournal.co.uk Numbers in bold refer to issue seat of arbitration sufficiently indicated by silk convicted of tax fraud 7548:149 numbers, followed by page numbers the country chosen as the place of CAS refers to the Charities Appeals arbitration (law digest) 7550:237 Supplement sensitive approach shown to divorce C following Jewish arbitration (law in the headlines) 7548:153 charities A third party to arbitration agreement call for law firms to support Workplace (law digest) 7557:18 Giving 7550:221 abuse of process architects Charitable Incorporated former wife’s claim was abuse of process 7560:4 removal of architect’s name from register Organisations CAS(Summer):16 access to justice (law report) 7558:16 criminal record checks are undergoing significant access to justice debate (comment) 7543:7 armed forces changes CAS(Summer):8–9 age families of improperly equipped soldiers impact key measures in the latest budget may former partner in law firm loses age to be allowed to bring claims for have on charities CAS(Summer):5 discrimination claim 7563:4 their deaths 7566:5 pension deficit risk CAS(Summer):17 alcohol immigration of dependent adult children plans to transform the rehabilitation some of history’s most infamous and often of Gurkhas (law digest) 7546:107 agenda offer opportunities for tragic tipplers
    [Show full text]
  • Labour Law Hugh Collins , Keith Ewing , Aileen Mccolgan Frontmatter More Information
    Cambridge University Press 978-1-316-51574-7 — Labour Law Hugh Collins , Keith Ewing , Aileen McColgan Frontmatter More Information Labour Law Labour Law offers a comprehensive and critical account of the subject by a team of prominent labour lawyers, and includes both collective labour rights and individual employment rights. As the book places the law in its social, economic and political contexts, and shows how the law works in practice through case-studies, students will acquire not only a good knowledge of the law but also an appreciation of its importance and the complexity of the issues. Fully updated with recent developments in the field, the text’s clear structure, logical chapter organisation, and uncluttered text design combine to make it a truly accessible way into the subject. Suitable for undergraduates and postgraduates studying British labour and employment law, this book is a must-read for those wishing to excel in the field. Hugh Collins is Vinerian Professor of English Law at the University of Oxford. K. D. Ewing is Professor of Public Law at King’s College London. Aileen McColgan is a barrister at 11 KBW and Professor of Law and Social Justice at the University of Leeds. © in this web service Cambridge University Press www.cambridge.org Cambridge University Press 978-1-316-51574-7 — Labour Law Hugh Collins , Keith Ewing , Aileen McColgan Frontmatter More Information © in this web service Cambridge University Press www.cambridge.org Cambridge University Press 978-1-316-51574-7 — Labour Law Hugh Collins , Keith Ewing , Aileen McColgan Frontmatter More Information The Law in Context Series Editors: William Twining (University College London), Maksymilian Del Mar (Queen Mary, University of London) and Bronwen Morgan (University of New South Wales).
    [Show full text]
  • 24Th-Annual-Conference-Min.Pdf
    International Aviation Womens Association President’s Message Dear IAWA Members and Guests, As IAWA’s new President for 2012-2013, I am so honored to welcome you to our 24th Annual Conference in Dallas, Texas: “Cleared for Take Off—Aviation’s Impact on Growth, Jobs and World Commerce”. Thanks to our very dynamic Board and to our VPs Conference Cindy Durkin and Lisa Piccione as well as our past President Katherine Staton, who have prepared relentlessly for this conference, you will be able to enjoy very thorough discussions on global issues that we all have in mind as we work our way through economic challenges and global changes. We would like to welcome all our exceptional speakers and thank our sponsors, who have been more generous than ever and will allow us not only to hold a beautiful conference but also to use our proceeds for scholarship, mentoring and more. After Paris in 2011 and before Panama in 2013, where we will be celebrating our 25th year anniversary, Dallas will give us a real taste of America! We have added to our program our new “IAWA Aviation Woman of Excellence 2012” that we will offer to our very first recipient, Kathy Posner. We will be able to enjoy a formal Boeing sponsored dinner the first night and a fun cowboy and casual style the second night. Bring your nice dresses and your jeans! We are also fortunate to have Ambassador Oberwetter welcome us to Dallas on Wednesday night. Many of you came from all around the globe to network, listen to our panels, make new relationships, and get inspired by leadership and talent.
    [Show full text]
  • Intelligence Report
    Foreign law firms Intelligence report The new legal architects In the wake of the financial storm, which international law firms are taking the lead in designing and executing India’s cross-border transactions? George W Russell investigates June 2010 India Business Law Journal 33 Intelligence report Foreign law firms aw firms working on India deals have managed “Tariffs have to be more competitive and arrangements a collective sigh of relief. The outlook for India- have to be more creative, such as blended rates, maxi- related legal work is brighter than it has ever mum lump sum fees and success fees,” says Isabelle Lbeen since the global financial downturn took Roux-Chenu, director and group general counsel at hold late in 2008. “India related work has increased at a Capgemini in Paris. faster pace over the last year as India was not as badly affected by the downturn compared to the other devel- Intensive research oped economies and other economies in the region,” says Manoj Bhargava, who leads the India practice at This year’s India Business Law Journal survey of the Jones Day in Singapore. major international firms undertaking India work is Law firms also welcomed the results of the Indian drawn from an analysis of about 500 law firms from general election in mid-2009. However, some aspects of every continent and the matters they have handled government policy are causing concern. “The aggres- over the past 12 months. While no survey can be 100% sive nature of the India tax authorities is troubling to for- objective, India Business Law Journal has endeav- eign investors, and consequently has an adverse effect oured to draw insightful conclusions from the intensive on the willingness of foreign companies to be active in research undertaken.
    [Show full text]
  • Law Firm Mergers: a Tasty Concoction?
    Law firm mergers: a tasty concoction? Introduction The much heralded impact of deregulation has been making waves in the legal industry for a couple of years now, with the introduction of Alternative Business Structures creating new competition in the industry and causing existing law firms to take a step back and examine their next strategic move in light of these market changes. Amidst all this change, few law firms have considered how their brands are affected and can be utilised to help them develop a competitive edge in this new legal landscape. Intangible Business brought this issue to the industry’s attention back in September 2012, when it issued a report comparing law firm brands to chocolate bar brands. The light-hearted campaign encouraged law firms and legal commentators to suggest which law firm brands best resembled which chocolate brands. It highlighted the important message that in this brave new world, law firms needed to wise up to the value and potential their brands could hold if they were to compete with heavyweight consumer brands entering the market for the first time. Since then, a flurry of law firm mergers have been announced as the legal market consolidates in response to the changes. The process of bringing two or more firms’ brands together to create one enticing brand proposition is similar to how mixologists capitalise on individual spirits and mixers to create cocktails. Intangible Business has used this concept to invite the legal industry to compare the big law firm mergers to cocktails to highlight the brand management issues at stake when law firms enter into merger negotiations.
    [Show full text]
  • December 2013
    Index January – December 2013 CONTENTS Subject Index 2 UK Statutes 26 Statutory Instruments 28 International Legislation 29 Law Reports 32 Table of Cases 34 Author Index 52 Book and Online Reviews 56 Glossary 56 2 SUBJECT INDEX www.newlawjournal.co.uk | January – December Index 2013 | New Law Journal Numbers in bold refer to issue use of ADR to resolve landlord and how courts deal with question of costs numbers, followed by page numbers tenant disputes (ADR) 7573:21 where an arbitration award is being CAS refers to the who pays the mediator (judicial line) 7557:19 challenged 7554:14–15 Charities Appeals Supplement America jurisdiction of High Court under American Bar Association and external Arbitration Act 1969 (law digest) 7565:29 ownership of law firms (comment) 7588:8 local court is free to impose its own A American Bar Association to permit procedural conditions (law digest) 7583:17 foreign lawyers to practise as in- negative aspect of a London arbitration abuse of process house counsel 7549:182 (law digest) 7565:29 former wife’s claim was abuse of process 7560:4 animals points needed to succeed under s.68 access to justice dangerous dogs and destruction orders Arbitration Act 1996 (law digest) 7581:29 access to justice debate (comment) 7543:7 (law digest) 7588:21 seat of arbitration sufficiently indicated age anti-social behaviour by the country chosen as the place former partner in law firm loses age proposals in new legislation to of arbitration (law digest) 7550:237 discrimination claim 7563:4 introduce statutory injunctions
    [Show full text]
  • Introducing SNR Denton
    Introducing SNR Denton See All Sides Introducing SNR Denton About SNR Denton SNR Denton is a client-focused Sonnenschein Nath & Rosenthal and international legal practice delivering quality and value. We serve clients in Denton Wilde Sapte are now key business and financial centers from more than 60 locations in 43 SNR Denton countries, through offices, associate firms and special alliances across the In today’s global marketplace, you need US, the UK, Europe, the Middle East, the view from ground level and from Russia and the CIS, Asia Pacific and Africa, making us a top 25 legal services horizon to horizon. You need a law firm provider by lawyers and professionals worldwide. Joining the complementary that’s always looking out for you from top-tier practices of its founding firms— every angle. Sonnenschein Nath & Rosenthal LLP and Denton Wilde Sapte LLP—SNR Denton offers business, government and That’s why SNR Denton is here. We take institutional clients premier service and a pragmatic action to get done what our disciplined focus to meet evolving needs in eight key industry sectors: Energy, clients need—with quality and efficiency. Transport and Infrastructure; Financial Institutions and Funds; Government; Focused on eight industry sectors and Health and Life Sciences; Insurance; located in key financial and commercial Manufacturing; Real Estate, Retail and Hotels; and Technology, Media centers in 43 countries, we have the and Telecommunications. For more people, the resources and the vision to information, visit snrdenton.com. see what’s coming, where it’s coming from and how to turn it to your advantage.
    [Show full text]
  • Daniel Zimmermann Joins Wilmerhale As Palo Alto Office Continues to Grow
    Daniel Zimmermann Joins WilmerHale as Palo Alto Office Continues to Grow 2011-06-06 WilmerHale is pleased to announce the arrival of Daniel R. Zimmermann to the firm’s Palo Alto office. As a partner in the Transactional Department and Corporate and Venture Capital Practices, Mr. Zimmermann brings to the firm his extensive experience with complex corporate transactions and venture finance and technology issues. Mr. Zimmermann was most recently a partner at SNR Denton, where he helped lead the firm’s Venture Technology Practice. He has advised emerging-growth companies and technology startups on a variety of corporate and corporate finance matters. Mr. Zimmermann’s practice also has an international focus that involves the regular representation of clients in global expansions and off- shore acquisitions by US companies. Having handled private equity, venture capital and capital markets transactions while practicing in London and Munich with SJ Berwin LLP from 2007-2008, he joins WilmerHale with insight into and experience in advising on corporate transactions in Europe, specifically with German companies. “We are delighted to welcome Daniel to the firm,” said Hal J. Leibowitz, chair of WilmerHale’s Corporate Practice. “A cornerstone of our corporate practice is the representation of technology companies in their formation and early stages of growth, and Daniel's arrival further strengthens our nationally renowned team.” ”Daniel’s adeptness in handling corporate issues specific to emerging companies and technology startups bolsters the firm’s capabilities on the ground in Palo Alto and demonstrates our commitment to investing in the Silicon Valley market,” added Peter S. Buckland, partner in WilmerHale’s Palo Alto Corporate Practice.
    [Show full text]
  • Ebillinghub Market Share 2012 Global 100 Ebillinghub Market Share 2012 Global 100
    WHITE PAPER eBILLINGHUB MARKET SHARE 2012 GLOBAL 100 eBILLINGHUB MARKET SHARE 2012 GLOBAL 100 2012 GLOBAL 100 TOP 50 eBILLINGHUB TOTAL Customer 27 54% Customer 54% Top 50 Other 46% Other* 23 46% Customer 54% Top 50 Other 46% Grand Total 50 eBillingHub Market Share * Other includes manual processing, custom solutions and firm developed software TOP 100 eBILLINGHUB TOTAL Customer 51% Global 100 Other 49% Customer 51 51% Customer 51% Global 100 Other 49% Other* 49 49% Grand Total 100 eBillingHub Market Share * Other includes manual processing, custom solutions and firm developed software 1 eBILLINGHUB MARKET SHARE 2012 GLOBAL 100 2012 GLOBAL 100 2012 GLOBAL 100 FIRM NAME LOCATION FINANCIAL SYSTEM RANK (FY: 2011) 1 Baker & McKenzie Baker & McKenzie SAP 2 DLA Piper DLA Piper Elite 3 Skadden, Arps, Slate, Meagher & Flom Skadden, Arps, Slate, Meagher & Flom Aderant 4 Latham & Watkins Latham & Watkins Elite (3E) 5 Clifford Chance Clifford Chance Aderant 6 Linklaters Linklaters SAP 7 Allen & Overy Allen & Overy Elite (3E) 8 Freshfields Bruckhaus Deringer Freshfields Bruckhaus Deringer Tikit Firmware 9 Kirkland & Ellis Kirkland & Ellis Rippe 10 Hogan Lovells Hogan Lovells Elite 11 Jones Day Jones Day Elite 12 Sidley Austin Sidley Austin Elite 13 White & Case White & Case Elite (3E) 14 Norton Rose Norton Rose Aderant 15 Greenberg Traurig Greenberg Traurig Aderant 16 Weil, Gotshal & Manges Weil, Gotshal & Manges Elite (3E) 17 Gibson, Dunn & Crutcher Gibson, Dunn & Crutcher Aderant 18 Morgan, Lewis & Bockius Morgan, Lewis & Bockius Elite 19 Mayer
    [Show full text]
  • Arbitration in 55 Jurisdictions Worldwide Contributing Editors: Gerhard Wegen and Stephan Wilske 2011
    ® The international journal of gacommercial and treaty arbitratiron Arbitration in 55 jurisdictions worldwide Contributing editors: Gerhard Wegen and Stephan Wilske 2011 Published by Global arbitration review in association with: Anderson Mo¯ri & Tomotsune The international journal of gApplebyacommercial and treaty arbitratiron AZB & Partners Badri and Salim El Meouchi Law Firm LLP Bell Dewar Inc Bonn Schmitt Steichen Bredin Prat Brodermann & Jahn Rechtsanwaltsgesellschaft mbH Carlos Aguiar, Ferreira de Lima & Associados,RL Cavelier Abogados Clifford Chance Conway & Partners, Advocaten & Attorneys-at-law Dittmar & Indrenius Drakopoulos Law Firm Dr Colin Ong Legal Services, Advocates & Solicitors Esin Law Firm Freshfields Bruckhaus Deringer George Etomi & Partners Gleiss Lutz Gregoriou & Associates Law Offices Habib Al Mulla & Co Hamilton Abogados Harris Kyriakides LLC Hausmaninger Kletter Rechstanwälte Hedman Partners Herbert Smith CIS LLP Heussen Rechtsanwaltsgesellschaft mbH HM Ooi Associates Hoet Pelaez Castillo & Duque Hogan Lovells US LLP Hughes Hubbard & Reed LLP Jiménez Cruz Peña Karanovic´ & Nikolic´ Kettani Law Firm Kim & Chang Kimathi & Kimathi, Corporate Attorneys Kosheri, Rashed & Riad Lalive Laszczuk & Partners Law Offices Be˘lohla´vek Law Office Skrastins un Dzenis L O Baptista Advogados Mkono & Co Advocates in association with SNR Denton Motieka & Audzeviccius Nordia Advokatfirma Norton Rose (Middle East) LLP Oscós Abogados Pestalozzi Salans LLP Sandart & Partners Sherby & Co, Advs Stikeman Elliott LLP Tilleke & Gibbins
    [Show full text]
  • Conflict Transactions: Upping the Ante at a Time of Anxiety
    ICLG The International Comparative Legal Guide to: Mergers & Acquisitions 2012 A practical cross-border insight into mergers and acquisitions Published by Global Legal Group, with contributions from: Albuquerque & Associados Lenz & Staehelin Ali Budiardjo, Nugroho, Reksodiputro Lorenz Andreas Neocleous & Co LLC Mannheimer Swartling Advokatbyrå AB Arzinger Nishimura & Asahi Bech-Bruun Pachiu & Associates Cárdenas & Cárdenas Abogados Santa Maria Studio Legale Associato Covington & Burling LLP Schoenherr Cravath, Swaine & Moore LLP Skadden, Arps, Slate, Meagher & Flom LLP Dittmar & Indrenius Slaughter and May Elvinger, Hoss & Prussen SNR Denton & Co Gide Loyrette Nouel Steenstrup Stordrange Goltsblat BLP Stikeman Elliott LLP Hengeler Mueller Tonucci & Partners Herbert Smith LLP Wachtell, Lipton, Rosen & Katz J & A Garrigues, SLP Webber Wentzel Karanovic & Nikolic Yigal Arnon & Co. Koep & Partners Zhong Lun Law Firm Lee and Li, Attorneys-at-Law Žurić i Partneri d.o.o., law firm Chapter 5 Conflict Transactions: Upping the Ante at a Adam O. Emmerich Time of Anxiety Wachtell, Lipton, Rosen & Katz Trevor S. Norwitz Overview conflict transaction’s fairness. That is why almost all conflict transactions feature one or both of these procedural devices. No task facing the independent directors of a public corporation Although the basic rules have not changed, recent court decisions demands greater focus and care than a change of control or other show the Delaware Court of Chancery to be taking a more active major transaction in which a controlling
    [Show full text]