CompanyCounselor: August 2006 Archives

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Aug30	Executive Compensation Disclosure Linda Chan August 30, 2006 Know More: SEC 2.0, SEC On July 26, 2006, the Securities and Exchange Commission (SEC) adopted final rules regarding executive compensation disclosure and related items, including related-party transactions, director independent, and corporate governance matters. The SEC also adopted Form 8-K triggers related to executive compensation events, limiting real time disclosures of management contracts and compensatory plans, contracts and arrangements, and consolidating Form 8-K disclosures on management and director issues under a single item. The actual written release, SEC Release No. 33-8732, with the text of the final rules was available August 11, 2006. The SEC received more than 20,000 comment letters on its initial proposal—the most ever received on any rule-making proposal. The new rules are effective for the 2007 proxy season. Posted at 9:38 PM \| Permalink \| Comments
Aug30	Answer Key LLC (Answer Key) Linda Chan August 30, 2006 Daniel Raphael who has a M.L.I.S. from UCLA, and headquartered in Newport Beach, CA, has taken his legal experiences as an information specialist inside corporate law firms including Munger Tolles & Olsen, Bingham McCutchen, Kramer Levin Naftalis & Frankel, and... Continue Reading Posted at 12:12 PM \| Permalink \| Comments
Aug29	Free Download Linda Chan August 29, 2006 The licensing attorney might make the observation that software companies have begun a new trend of offering free download versions of their products. Why give away products for free? Some of the licenses even appear to be perpetual. Historically, most... Continue Reading Posted at 9:47 PM \| Permalink \| Comments
	Exports to China Restrictions Linda Chan August 29, 2006 The Department of Commerce recently announced a proposed rule to its export regulations that might affect industries that trade with the People’s Republic of China (“PRC”). The proposed rule will require export licenses for over forty commodities, software, technologies if... Continue Reading Posted at 11:25 AM \| Permalink \| Comments
Aug28	Sweepstakes Advertising Linda Chan August 28, 2006 The following is provided for information purposes, and not meant to be legal advice. Sweepstakes rules should be clear and conspicuous to the participants and should not be changed in mid-promotion. Factors used to determine whether disclosures are clear and... Continue Reading Posted at 4:43 PM \| Permalink \| Comments
Aug27	Phone Bill Cramming Linda Chan August 27, 2006 The following is provided for information purposes, and not meant to be legal advice. "Cramming" is the charge on a business' or person's long distance bill by companies the business or person may never have heard of before, but are about... Continue Reading Posted at 4:27 PM \| Permalink \| Comments
Aug26	Withholding on Supplemental Wages Linda Chan August 26, 2006 The following is presented for information purposes, and not meant to be legal advice. Since January 1, 2005, the American Jobs Creation Act of 2004 (Jobs Act) required an employee who received supplemental wages in excess of $1 million from... Continue Reading Posted at 7:49 PM \| Permalink \| Comments
	Social Security Mismatch Letters Linda Chan August 26, 2006 The following is provided for information purposes, and not meant to be legal advice. The Social Security Administration (SSA) sends mismatch letters to employers if an employee’s name does not match the information in the SSA database. For instance, an... Continue Reading Posted at 4:46 PM \| Permalink \| Comments
	Sweepstakes Research Linda Chan August 26, 2006 The following is provided for information purposes, and not meant to be legal advice. There are many federal, state, local laws and regulations governing sweepstakes. This is an area of law that is uncertain and frequently changed. Generally, a sweepstakes... Continue Reading Posted at 4:01 PM \| Permalink \| Comments
Aug25	Section 16 Linda Chan August 25, 2006 The following is provided for information purposes, and is not meant to be legal advice. When someone is appointed a Section 16 officer under the Securities Exchange Act of 1934, the officer of the issuer of any class of equity... Continue Reading Posted at 9:44 PM \| Permalink \| Comments
	Marrita Murphy and Daniel J. Leveille v. Internal Revenue Service and United States of America Linda Chan August 25, 2006 The following is provided for information purposes, and not meant to be legal advice. On August 22, 2006, in Marrita Murphy and Daniel J. Leveille v. Internal Revenue Service and United States of America, the United States Court of Appeals... Continue Reading Posted at 9:34 PM \| Permalink \| Comments
Aug23	When Worlds Collide Linda Chan August 23, 2006 Sometimes people differ in views based on their life experiences. For instance, an instructor who is 60 years old who rubs a student's back might think that he is giving her encouragement. Meanwhile, the student, who is 18 years, thinks... Continue Reading Posted at 11:44 PM \| Permalink \| Comments
	Tips For Interacting with Persons with Disabilities Linda Chan August 23, 2006 The Disability Accommodations Coordinator at Stanford University gave a talk on August 23, 2006 on how to interact with persons with disabilities. One should use language that gives a person with disabilities positivity and dignity. For instance, don't say: "handicapped",... Continue Reading Posted at 11:32 PM \| Permalink \| Comments
	Greaseless: How to Thrive without Bribes in Developing Countries Linda Chan August 23, 2006 Dr. Loretta Graziano Breuning, a graduate of Cornell University in 1975 wrote Greaseless: How to Thrive without Bribes in Developing Countries. Dr. Breuning, a Professor Emerita of International Business at CSU-East Bay in California, worked for the United Nations in... Continue Reading Posted at 11:21 PM \| Permalink \| Comments
	Proposition 64 Linda Chan August 23, 2006 On July 24, 2006, the California Supreme Court narrowed California’s Unfair Competition Law (UCL) in Californians for Disability Rights (CDR) v. Mervyn’s LLC. The Court held that Proposition 64, codified at section 17204 of the California Business and Professions Code,... Continue Reading Posted at 9:06 PM \| Permalink \| Comments
Aug22	Entertainment Software Association and Entertainment Merchants Association Linda Chan August 22, 2006 In Entertainment Software Association and Entertainment Merchants Association v. ORDER Mike Hatch, in his official capacity as Attorney General of the State of Minnesota, United States District Court, District of Minnesota, 06-CV-2268 (JMR/FLN), a state law designed to restrict minors'... Continue Reading Posted at 9:13 PM \| Permalink \| Comments
Aug21	Equity Edge Linda Chan August 21, 2006 E*TRADE FINANCIAL Corporate Services which offers employee stock plan services recently issued a technical alert about a new report created to assist its clients who use Equity Edge 6.x to identify stock option grants that were issued outside of the company's normal... Continue Reading Posted at 9:57 PM \| Permalink \| Comments
Aug20	New Drafts of GPL3 and LGPL Linda Chan August 20, 2006 The latest version of the draft of GNU General Public License version 3 (GPL3) was released a few weeks ago. There are documents posted on the Free Software Foundation (FSF) site showing comparisons between the latest version and the last... Continue Reading Posted at 9:35 AM \| Permalink \| Comments
Aug18	Massachusetts Good Faith and Fair Dealing Linda Chan August 18, 2006 The following is not meant to be legal advice. The case law has remained consistent in Massachusetts concerning good faith and fair dealing claims. Ayash v. Dana-Farber Cancer Inst., 443 Mass. 367, 388 has been frequently cited. In Ayash, the... Continue Reading Posted at 9:28 PM \| Permalink \| Comments
Aug17	One Dollar Consideration Linda Chan August 17, 2006 The following is provided for information purposes, and not meant to be legal advice. Instead of stating that equipment, services, or materials are given away for free, sometimes an agreement such as a bill of sale may indicate that the consideration... Continue Reading Posted at 9:59 PM \| Permalink \| Comments
Aug16	Securities Terminology Linda Chan August 16, 2006 The following is for informational purposes, and not meant to be legal advice. Helpful terminology to keep in mind when completing securities filings for executives and directors: An "affiliate" is a person, such as a director or large shareholder, in... Continue Reading Posted at 9:55 PM \| Permalink \| Comments
Aug15	Where to Find Chinese Laws Linda Chan August 15, 2006 The following are English resources on Chinese laws. There are also some PRC government authorities that offer bilingual web sites. 1. A Complete Research Guide to the Laws of the People's Republic of China: The information was compiled by Wei... Continue Reading Posted at 11:27 PM \| Permalink \| Comments
Aug13	Hon. Wendy Duffy Linda Chan August 13, 2006 On August 1, 2006, Wilson Sonsini Goodrich & Rosati hosted in Palo Alto, CA a mixer designed for attorneys to meet and greet minority attorneys working on the California Peninsula. The event served to welcome minority summer associates, and introduced... Continue Reading Posted at 3:55 PM \| Permalink \| Comments
Aug12	EBITDA Linda Chan August 12, 2006 Finance executives and business reporters spout out the term EBITDA all the time. What does EBITDA mean? Why should the attorney need to know? Attorneys who take part in reviewing financial statements should be aware that EBITDA means revenues less... Continue Reading Posted at 3:38 PM \| Permalink \| Comments
Aug10	401(k) Plan Fees Linda Chan August 10, 2006 On July 26, 2006, attorneys Mark Casciari, Jim Gehring, Linda Haynes of Seyfarth Shaw, LLP held a webcast on 401(k) plan fees. Since 401(k) plans are becoming the sole source of retirement savings, according to an article in the Wall... Continue Reading Posted at 9:53 PM \| Permalink \| Comments
Aug 9	Smith v. Superior Court (L'Oreal USA, Inc.) Linda Chan August 9, 2006 On July 10, 2006, the California Supreme Court ruled unanimously in Smith v. Superior Court (L'Oreal USA, Inc.) (July 10, 2006) 2006 Cal. Lexis 8354, 2006 Daily Journal DAR 8988, that Labor Code provisions requiring immediate payment of final wages... Continue Reading Posted at 9:41 PM \| Permalink \| Comments
Aug 8	Miller v. Glenn Miller Productions, Inc. Linda Chan August 8, 2006 On July 19, 2006, the Ninth Circuit held in Miller v. Glenn Miller Productions, Inc., No. 04-55874 (9th Cir. 2006) that a trademark licensee does not have the right to sublicense any trademark or publicity rights to third parties without... Continue Reading Posted at 9:13 PM \| Permalink \| Comments
Aug 7	Borrowing from a Bank Linda Chan August 7, 2006 The following is for informational purposes, and not meant to be legal advice. What is the process a bank goes through in connection with making a loan? What are some of the types of loan agreement covenants, and how does... Continue Reading Posted at 11:40 PM \| Permalink \| Comments
Aug 5	Dark v. Curry County Linda Chan August 5, 2006 On July 6, 2006, the Ninth Circuit Court of Appeals in Dark v. Curry County (9th Cir., No. 04-36087) expanded the scope of positions that must be considered in evaluating reassignment of an employee as a reasonable accommodation under the... Continue Reading Posted at 9:45 PM \| Permalink \| Comments
	Sweepstakes Rules Linda Chan August 5, 2006 The following is not meant to be legal advice, and is provided for information purposes only. All sweepstakes should be accompanied by official rules, which form the contract between the sponsor and the participant. The following elements should be considered... Continue Reading Posted at 4:13 PM \| Permalink \| Comments
	Form 4 and Form 5 Linda Chan August 5, 2006 The following is provided for information purposes, and not meant to be legal advice. Under Section 16 of the Securities Exchange Act of 1934, a Section 16 officer is required to file a Form 4 when there are changes to... Continue Reading Posted at 3:54 PM \| Permalink \| Comments
Aug 3	Copyright Laws in Europe Linda Chan August 3, 2006 The following is provided for information purposes, and not meant to be legal advice. France Some software companies deposit source code with the national library for priority reasons to show that they are the first to copyright the code. However,... Continue Reading Posted at 12:29 AM \| Permalink \| Comments

« July 2006 | Main | September 2006 »

Aug30	Executive Compensation Disclosure Linda Chan August 30, 2006 Know More: SEC 2.0, SEC On July 26, 2006, the Securities and Exchange Commission (SEC) adopted final rules regarding executive compensation disclosure and related items, including related-party transactions, director independent, and corporate governance matters. The SEC also adopted Form 8-K triggers related to executive compensation events, limiting real time disclosures of management contracts and compensatory plans, contracts and arrangements, and consolidating Form 8-K disclosures on management and director issues under a single item. The actual written release, SEC Release No. 33-8732, with the text of the final rules was available August 11, 2006. The SEC received more than 20,000 comment letters on its initial proposal—the most ever received on any rule-making proposal. The new rules are effective for the 2007 proxy season. Posted at 9:38 PM \| Permalink \| Comments
Aug30	Answer Key LLC (Answer Key) Linda Chan August 30, 2006 Daniel Raphael who has a M.L.I.S. from UCLA, and headquartered in Newport Beach, CA, has taken his legal experiences as an information specialist inside corporate law firms including Munger Tolles & Olsen, Bingham McCutchen, Kramer Levin Naftalis & Frankel, and... Continue Reading Posted at 12:12 PM \| Permalink \| Comments
Aug29	Free Download Linda Chan August 29, 2006 The licensing attorney might make the observation that software companies have begun a new trend of offering free download versions of their products. Why give away products for free? Some of the licenses even appear to be perpetual. Historically, most... Continue Reading Posted at 9:47 PM \| Permalink \| Comments
	Exports to China Restrictions Linda Chan August 29, 2006 The Department of Commerce recently announced a proposed rule to its export regulations that might affect industries that trade with the People’s Republic of China (“PRC”). The proposed rule will require export licenses for over forty commodities, software, technologies if... Continue Reading Posted at 11:25 AM \| Permalink \| Comments
Aug28	Sweepstakes Advertising Linda Chan August 28, 2006 The following is provided for information purposes, and not meant to be legal advice. Sweepstakes rules should be clear and conspicuous to the participants and should not be changed in mid-promotion. Factors used to determine whether disclosures are clear and... Continue Reading Posted at 4:43 PM \| Permalink \| Comments
Aug27	Phone Bill Cramming Linda Chan August 27, 2006 The following is provided for information purposes, and not meant to be legal advice. "Cramming" is the charge on a business' or person's long distance bill by companies the business or person may never have heard of before, but are about... Continue Reading Posted at 4:27 PM \| Permalink \| Comments
Aug26	Withholding on Supplemental Wages Linda Chan August 26, 2006 The following is presented for information purposes, and not meant to be legal advice. Since January 1, 2005, the American Jobs Creation Act of 2004 (Jobs Act) required an employee who received supplemental wages in excess of $1 million from... Continue Reading Posted at 7:49 PM \| Permalink \| Comments
	Social Security Mismatch Letters Linda Chan August 26, 2006 The following is provided for information purposes, and not meant to be legal advice. The Social Security Administration (SSA) sends mismatch letters to employers if an employee’s name does not match the information in the SSA database. For instance, an... Continue Reading Posted at 4:46 PM \| Permalink \| Comments
	Sweepstakes Research Linda Chan August 26, 2006 The following is provided for information purposes, and not meant to be legal advice. There are many federal, state, local laws and regulations governing sweepstakes. This is an area of law that is uncertain and frequently changed. Generally, a sweepstakes... Continue Reading Posted at 4:01 PM \| Permalink \| Comments
Aug25	Section 16 Linda Chan August 25, 2006 The following is provided for information purposes, and is not meant to be legal advice. When someone is appointed a Section 16 officer under the Securities Exchange Act of 1934, the officer of the issuer of any class of equity... Continue Reading Posted at 9:44 PM \| Permalink \| Comments
	Marrita Murphy and Daniel J. Leveille v. Internal Revenue Service and United States of America Linda Chan August 25, 2006 The following is provided for information purposes, and not meant to be legal advice. On August 22, 2006, in Marrita Murphy and Daniel J. Leveille v. Internal Revenue Service and United States of America, the United States Court of Appeals... Continue Reading Posted at 9:34 PM \| Permalink \| Comments
Aug23	When Worlds Collide Linda Chan August 23, 2006 Sometimes people differ in views based on their life experiences. For instance, an instructor who is 60 years old who rubs a student's back might think that he is giving her encouragement. Meanwhile, the student, who is 18 years, thinks... Continue Reading Posted at 11:44 PM \| Permalink \| Comments
	Tips For Interacting with Persons with Disabilities Linda Chan August 23, 2006 The Disability Accommodations Coordinator at Stanford University gave a talk on August 23, 2006 on how to interact with persons with disabilities. One should use language that gives a person with disabilities positivity and dignity. For instance, don't say: "handicapped",... Continue Reading Posted at 11:32 PM \| Permalink \| Comments
	Greaseless: How to Thrive without Bribes in Developing Countries Linda Chan August 23, 2006 Dr. Loretta Graziano Breuning, a graduate of Cornell University in 1975 wrote Greaseless: How to Thrive without Bribes in Developing Countries. Dr. Breuning, a Professor Emerita of International Business at CSU-East Bay in California, worked for the United Nations in... Continue Reading Posted at 11:21 PM \| Permalink \| Comments
	Proposition 64 Linda Chan August 23, 2006 On July 24, 2006, the California Supreme Court narrowed California’s Unfair Competition Law (UCL) in Californians for Disability Rights (CDR) v. Mervyn’s LLC. The Court held that Proposition 64, codified at section 17204 of the California Business and Professions Code,... Continue Reading Posted at 9:06 PM \| Permalink \| Comments
Aug22	Entertainment Software Association and Entertainment Merchants Association Linda Chan August 22, 2006 In Entertainment Software Association and Entertainment Merchants Association v. ORDER Mike Hatch, in his official capacity as Attorney General of the State of Minnesota, United States District Court, District of Minnesota, 06-CV-2268 (JMR/FLN), a state law designed to restrict minors'... Continue Reading Posted at 9:13 PM \| Permalink \| Comments
Aug21	Equity Edge Linda Chan August 21, 2006 E*TRADE FINANCIAL Corporate Services which offers employee stock plan services recently issued a technical alert about a new report created to assist its clients who use Equity Edge 6.x to identify stock option grants that were issued outside of the company's normal... Continue Reading Posted at 9:57 PM \| Permalink \| Comments
Aug20	New Drafts of GPL3 and LGPL Linda Chan August 20, 2006 The latest version of the draft of GNU General Public License version 3 (GPL3) was released a few weeks ago. There are documents posted on the Free Software Foundation (FSF) site showing comparisons between the latest version and the last... Continue Reading Posted at 9:35 AM \| Permalink \| Comments
Aug18	Massachusetts Good Faith and Fair Dealing Linda Chan August 18, 2006 The following is not meant to be legal advice. The case law has remained consistent in Massachusetts concerning good faith and fair dealing claims. Ayash v. Dana-Farber Cancer Inst., 443 Mass. 367, 388 has been frequently cited. In Ayash, the... Continue Reading Posted at 9:28 PM \| Permalink \| Comments
Aug17	One Dollar Consideration Linda Chan August 17, 2006 The following is provided for information purposes, and not meant to be legal advice. Instead of stating that equipment, services, or materials are given away for free, sometimes an agreement such as a bill of sale may indicate that the consideration... Continue Reading Posted at 9:59 PM \| Permalink \| Comments
Aug16	Securities Terminology Linda Chan August 16, 2006 The following is for informational purposes, and not meant to be legal advice. Helpful terminology to keep in mind when completing securities filings for executives and directors: An "affiliate" is a person, such as a director or large shareholder, in... Continue Reading Posted at 9:55 PM \| Permalink \| Comments
Aug15	Where to Find Chinese Laws Linda Chan August 15, 2006 The following are English resources on Chinese laws. There are also some PRC government authorities that offer bilingual web sites. 1. A Complete Research Guide to the Laws of the People's Republic of China: The information was compiled by Wei... Continue Reading Posted at 11:27 PM \| Permalink \| Comments
Aug13	Hon. Wendy Duffy Linda Chan August 13, 2006 On August 1, 2006, Wilson Sonsini Goodrich & Rosati hosted in Palo Alto, CA a mixer designed for attorneys to meet and greet minority attorneys working on the California Peninsula. The event served to welcome minority summer associates, and introduced... Continue Reading Posted at 3:55 PM \| Permalink \| Comments
Aug12	EBITDA Linda Chan August 12, 2006 Finance executives and business reporters spout out the term EBITDA all the time. What does EBITDA mean? Why should the attorney need to know? Attorneys who take part in reviewing financial statements should be aware that EBITDA means revenues less... Continue Reading Posted at 3:38 PM \| Permalink \| Comments
Aug10	401(k) Plan Fees Linda Chan August 10, 2006 On July 26, 2006, attorneys Mark Casciari, Jim Gehring, Linda Haynes of Seyfarth Shaw, LLP held a webcast on 401(k) plan fees. Since 401(k) plans are becoming the sole source of retirement savings, according to an article in the Wall... Continue Reading Posted at 9:53 PM \| Permalink \| Comments
Aug 9	Smith v. Superior Court (L'Oreal USA, Inc.) Linda Chan August 9, 2006 On July 10, 2006, the California Supreme Court ruled unanimously in Smith v. Superior Court (L'Oreal USA, Inc.) (July 10, 2006) 2006 Cal. Lexis 8354, 2006 Daily Journal DAR 8988, that Labor Code provisions requiring immediate payment of final wages... Continue Reading Posted at 9:41 PM \| Permalink \| Comments
Aug 8	Miller v. Glenn Miller Productions, Inc. Linda Chan August 8, 2006 On July 19, 2006, the Ninth Circuit held in Miller v. Glenn Miller Productions, Inc., No. 04-55874 (9th Cir. 2006) that a trademark licensee does not have the right to sublicense any trademark or publicity rights to third parties without... Continue Reading Posted at 9:13 PM \| Permalink \| Comments
Aug 7	Borrowing from a Bank Linda Chan August 7, 2006 The following is for informational purposes, and not meant to be legal advice. What is the process a bank goes through in connection with making a loan? What are some of the types of loan agreement covenants, and how does... Continue Reading Posted at 11:40 PM \| Permalink \| Comments
Aug 5	Dark v. Curry County Linda Chan August 5, 2006 On July 6, 2006, the Ninth Circuit Court of Appeals in Dark v. Curry County (9th Cir., No. 04-36087) expanded the scope of positions that must be considered in evaluating reassignment of an employee as a reasonable accommodation under the... Continue Reading Posted at 9:45 PM \| Permalink \| Comments
	Sweepstakes Rules Linda Chan August 5, 2006 The following is not meant to be legal advice, and is provided for information purposes only. All sweepstakes should be accompanied by official rules, which form the contract between the sponsor and the participant. The following elements should be considered... Continue Reading Posted at 4:13 PM \| Permalink \| Comments
	Form 4 and Form 5 Linda Chan August 5, 2006 The following is provided for information purposes, and not meant to be legal advice. Under Section 16 of the Securities Exchange Act of 1934, a Section 16 officer is required to file a Form 4 when there are changes to... Continue Reading Posted at 3:54 PM \| Permalink \| Comments
Aug 3	Copyright Laws in Europe Linda Chan August 3, 2006 The following is provided for information purposes, and not meant to be legal advice. France Some software companies deposit source code with the national library for priority reasons to show that they are the first to copyright the code. However,... Continue Reading Posted at 12:29 AM \| Permalink \| Comments

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