Shawn E. Lampron, a partner with Fenwick & West LLP, and her colleague, Marshall Mort, will discuss the types of equity awards commonly used by early-stage startups and highlight key reasons why certain types of awards are used at various stages of a startup’s development when they lead a Practical Law free 75-minute webinar.

The webinar will be Wednesday, March 2, 2016, beginning at 1 p.m. EST.

Equity compensation can be particularly useful to a startup company, which may not have the cash necessary to adequately attract, retain, and motivate employees with market-rate salaries. In certain industries, it is standard practice for a startup to include equity as a part of every employee’s compensation package. To make the best use of an equity compensation program, a startup must understand the legal implications, tax consequences, and accounting treatment of granting each type of equity award.

CLE credit is available for: Arizona, California, Colorado, Georgia, Hawaii, Illinois, Missouri, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, Washington, Wisconsin. CLE credit is being sought for: Indiana, Minnesota, North Carolina, Oregon, Tennessee, Texas, Virginia. CLE can be self-applied for in: Florida.

In this program, attendees will:
Obtain an overview of the types of equity compensation startups commonly grant.
Gain an understanding of the basic characteristics, Section 409A and other federal tax consequences, accounting treatment, and advantages and disadvantages of these types of awards.

Explore other issues a startup and its counsel should consider when granting equity compensation, including the scope of an equity compensation program and appropriate vesting conditions and valuation methods.
A short Q&A session will follow.

Presenters:
Shawn E. Lampron, Partner, Fenwick & West LLP
Marshall Mort, Associate, Fenwick & West LLP
Amy Adams, Senior Legal Editor, Employee Benefits & Executive Compensation Service, Practical Law
Joe Green, Senior Legal Editor, Capital Markets & Corporate Governance Service, Practical Law

Register for the webinar.

Zapproved Inc. has made available for download a new publication called The Word from the Top: New Rules Amendments are a “Big Deal.” This resource covers the latest opinions and trends in preservation case law.

“As we enter 2016, it marks the beginning of a new era in the federal civil judiciary with the implementation of the revisions to the Federal Rules of Civil Procedure on December 1, 2015,” the company says. “This was the culmination of a five-year process that showed unprecedented engagement from all parties in the civil justice system.”

Download to learn more about these most recent preservation cases:

• United States v. Vaughn
• Warren v. AmChem Prods
• West v. Talton
• Cook v. Tarbert Logging, Inc
• … and more

Download the resource.

Dykema has announced that Paul M. Laurenza, Office Managing Member of the firm’s Washington, D.C. office and a member of the firm’s Automotive Industry Group, has been elected Chairman of the Connected Vehicle Trade Association (CVTA). Laurenza, who heads Dykema’s motor vehicle and consumer product safety federal regulatory practices, previously held the position of Vice Chair for the CVTA, and has served on its board of directors since 2007.

Headquartered in Plymouth, Mich., the CVTA is a non-profit business league established to facilitate the interaction and advance the interests of the entities involved in the vehicle communication environment. The organization enables the collaboration of companies, organizations, and governmental bodies engaged in developing bidirectional vehicle communications.

Laurenza has advised clients on connected vehicle legal and policy issues for more than a decade and is a frequent speaker and author on emerging intelligent vehicle technologies. He has represented clients in the transportation, consumer product, food and drug, and industrial sector for more than 30 years.

He earned a J.D. from Washington University, an M.A. from Brown University, and a B.S., cum laude, from the University of New Hampshire.

The death of Supreme Court Justice Antonin Scalia has prompted Dow Chemical to settle a class action lawsuit and pay out $835 million, reports CNN.

“The case involved an allegation that Dow and other makers of a chemical known as urethane had conspired to fix prices between 1999 and 2004,” the report says. “Other defendants in the case settled with the plaintiffs but the case against Dow went to a jury trial.”

Dow was facing a $1.1 billion judgment in a price fixing case, and the company was appealing the verdict all the way to the Supreme Court. But now Dow Chemical says it no longer thinks it could win its appeal without Scalia on the bench.

Read the article.

Bloomberg BNA will present a complimentary 60-minute webinar in which experienced panelists will discuss how corporations can comply with laws in some of the most complex jurisdictions.

Speakers from TMF Group, ThermoFisher and White&Case will go into detail on the differentiators that make these jurisdictions more complex than others, the compliance framework that businesses must comply with, and examples of issues faced when operating abroad, Bloomberg said in a release. (Register here.)

The webinar will be Thursday, March 3, beginning at 1 p.m. EST.

When your business is expanding internationally, you will find that some of the most favorable countries can also have the most complex regulations, Bloomberg BNA says. When you are providing advice to your organization on how to comply with these regulations, the rules are complex and adherence is difficult

Panelists will discuss how to comply with these laws in the top 10 most complex jurisdictions, including Argentina, the United Arab Emirates, and South Korea, and ensure that your company is operating legally and effectively.  They will discuss the compliance framework that business must comply with, the differentiators that make these jurisdictions more complex than others, and real-life examples of issues faced when operating in these jurisdictions.

Educational Objectives:
• Understand the corporate secretarial compliance issues involved when operating and expanding globally
• Learn about the regulatory framework of the most complex jurisdictions
• Recognize the particular difficulties that arise when attempting to comply with regulations in the most complex jurisdictions
• Gain practical tips on compliance when conducting business in these jurisdictions

Who would benefit most from attending this program?
General and in-house counsel for companies operating internationally as well as domestic companies considering expanding internationally; executives of international and domestic companies will also benefit from this webinar.

Register for the webinar.

Photo by Marc Nozell

A federal judge questioned the Obama administration’s “good faith” in helping keep former Secretary of State Hillary Clinton’s emails secret for six years and said he may end up issuing a subpoena to force her to turn over her entire account to the government, The Washington Times reports.

Judge Emmet G. Sullivan said he will grant limited discovery to Judicial Watch, a conservative legal group that has sued to get a look at Clinton’s emails.

“That could give the group — and the broader public — answers as to who approved Mrs. Clinton’s unique arrangement, who else in government knew about it and why they shielded it for so long,” the report says. “It also could force Mrs. Clinton to answer questions about how she sorted through her account and decided which messages she didn’t want to turn over to the government.”

Read the article.

A King County, Washington, judge has sanctioned two attorneys hired by Pierce County Prosecutor Mark Lindquist’s office, citing their “intentionally misleading conduct” during a long-running lawsuit, according to a report in the Tacoma News Tribune.

“The ruling Wednesday from Superior Court Judge Beth Andrus sanctions Seattle attorneys Richard Jolley and Stewart Estes,” the report says. “It orders them to pay $32,000 for withholding information from civil attorney Fred Diamondstone and conducting ‘misleading settlement negotiations’ that fell apart in December.”

The case involves false-arrest lawsuit filed by a former resident who was twice charged with sex crimes by Lindquist’s office.

“Those charges were dismissed initially in 2011 because of erroneous evidence: a picture wrongly identified as Dalsing. The charges were dismissed again by Pierce County Superior Court Judge Ed Murphy in 2015, due to a finding of prosecutorial vindictiveness,” the report says.

Read the article.

Volkswagen has been given until March 24 to present an acceptable fix for bringing nearly 600,000 diesel cars into compliance with clean air laws, reports DW Akademie.

U.S. District Judge Charles Breyer told the car maker at a court hearing in San Francisco on Thursday that he has a “sense of urgency” about seeing a resolution.

The company has already admitted to using software that covers up the fact that some of their cars emit up to 40 times legally allowable emissions in vehicles sold since 2009.

Read the article.

Some contracts, including insurance and reinsurance contracts, include provisions providing that the successful party’s damage award will include all costs of the suit or arbitration, including attorney fees, writes Larry P. Schiffer in Squire Patton Boggs’ Insurance and Reinsurance Law Blog.

“This type of clause modifies the traditional default American Rule of costs and fees, in which each litigant pays its own attorney fees, win or lose,” he explains. “What happens when this type of contract clause bumps up against the Federal Arbitration Act (‘FAA’) and the ability of a party to petition a court to seek to vacate an arbitration award? Is the prevailing party entitled to costs and attorney fees defending the vacatur proceeding?”

He describes a recent ruling in the 2nd U.S. Circuit Court of Appeals, in which the court was asked to review a district court order confirming an arbitration award and awarding costs and attorney fees to the prevailing party.

Read the article.

The 6th U.S.  Circuit Court of Appeals has issued a sweeping decision that confirms that “ordinary principles of contract law” rarely will require a company to freeze outdated lifetime health coverage benefits in place, write Nancy G. Ross and Brian D. Netter, partners in Mayer Brown.

“Until recently, courts had a practice of interpreting benefits arrangements in collective-bargaining agreements (‘CBAs’) to ensure lifetime coverage—often defying the company’s expectations in the process,” they write. “But the legal environment has changed. Now is the time for companies to press ahead in reducing legacy costs on their balance sheets.”

They discuss the case of Gallo v. Moen Inc., in which a class of retirees who had worked at a shuttered Ohio factory alleged that they had been promised lifetime health benefits.

Read the article.

By Keli Johnson Swan
Scott & Scott LLP

Autodesk, like many other software publishers, is now offering subscription-based licenses instead of perpetual licenses. Customers tend to find the flexibility of subscription-based licensing appealing because those licenses allow for growth and changing work environments.

However, the license terms have specific conditions and requirements for installation and use of the software, specifically related to the rights to use older versions. The following are a few helpful suggestions to ensure that the software remains properly licensed and in compliance with the Previous Version Rights pursuant to the subscription license agreement.

1. Downgrades are limited to specific versions.

There are two ways to qualify for downgrade rights – a subscription license or purchasing Autodesk maintenance. Since Autodesk is gradually moving toward a subscription-only model for many of its products and phasing out maintenance, it is important to understand subscription licensing requirements in order to avoid any potential copyright infringement claims relating to noncompliance.

Autodesk provides a specific list of the prior versions eligible for downgrade rights, which may be found here. If a customer chooses to install a prior version and does not have maintenance or a perpetual license for the older version, the version installed must be on the list issued by Autodesk.

2. Specific serial numbers are required to install prior versions.

Once a customer identifies that a prior version is eligible for installation, it must obtain through its Autodesk account a previous version serial number. This is important because if a customer is faced with an audit, it must have the correct serial number for the prior version or risk incurring a penalty for noncompliance.

3. Maintain an accurate inventory of the serial numbers and versions installed to avoid noncompliance issues during an audit.

Routine self-audits should be administered periodically to uninstall any prior versions for which a customer no longer has a license. These installations should be identified and checked against Autodesk’s current list of eligible software for downgrades. Additionally, it is important for the customer to ensure that it obtains the proper serial numbers for each previous version of Autodesk products installed.

Even if a customer owns a license and has the right to downgrade the software, without the proper serial number, Autodesk may seek monetary damages and claim copyright infringement violations. Customers should familiarize themselves with Autodesk’s most recent license requirements in order to avoid any potential copyright infringement claims.

Zapproved Inc., a developer of cloud-based software for corporate legal departments, has announced a strong performance for 2015 that saw continued market adoption of Zapproved’s Legal Hold Pro. The company’s leading litigation hold management software currently oversees more than half a million employees on active litigation holds, said in a release.

The company’s release continues:

Zapproved saw strong adoption in 2015 among the Fortune 500, the largest U.S. companies based on revenue. Since the beginning of 2015 Zapproved reports a 42 percent increase in employees at Fortune 500s using Legal Hold Pro and now represents 16.7 percent of the total employee population of those enterprises.

“America’s largest corporations are faced with litigation and regulatory investigations constantly and we have provided them with a modern approach to take control of their litigation response,” said Monica Enand, CEO and Founder of Zapproved. “To think that one out of every six employees among Fortune 500s rely on our software for their legal hold needs shows that we have made great inroads in solving this pain point. We aren’t stopping there. Our newest products are bringing much needed innovation to corporate legal departments so they can take much greater control over their e-discovery process in order to lower risk and reduce exorbitant costs.”

Making Important E-Discovery Breakthroughs

Zapproved recently announced it had made a major technological advancement in electronic discovery by processing data at a rate exceeding one terabyte per hour using Digital Discovery Pro™. The impact for corporate legal teams is that they can process and review discovery data instantly for immediate insights to a case or internal investigation. Similarly, Zapproved introduced the first remote collection software for Mac computers and added the ability to collect from Microsoft Office365 OneDrive for Business.

“Zapproved’s ability to innovate and rapidly introduce new product features illustrates our approach to serving our customers,” added Enand. “We have hundreds of extremely loyal customer, illustrated by our negative revenue churn, who are helping guide our product roadmap so we are delivering exactly what they need, when they need it.”

About Zapproved Inc.
Founded in 2008 in Portland, Ore., Zapproved Inc. is a pioneer in developing cloud-based software for corporate legal departments. The Z-Discovery Platform returns power to in-house corporate legal teams and helps them navigate electronic discovery with minimal risk and cost, and it sets new standards for scalability and intuitive design. The company’s flagship product, Legal Hold Pro, is widely adopted by Fortune 500 and Global 2000 corporations and has earned recognition as the Best E-Discovery Legal Hold Product at the 2015 Legaltech News Innovation Awards, in the 2014 and 2015 Best of the National Law Journal and the 2013 and 2014 Best of Legal Times. Zapproved was recognized in the 2014 Inc. 500 as one of the fastest growing private companies in the U.S. and was named as a “vendor to watch” in the 2015 Gartner Magic Quadrant for E-Discovery.

Donald Trump has a habit of causing controversy, and his remarks on Ted Cruz‘s Presidential eligibility have been no exception, reports Matt Strong on LawNews.com. The Texas senator now faces several lawsuits across the country — in Illinois, Texas, New York and Utah — that are bringing the candidate unwelcome distractions.

“Since January 17, Trump has made inflammatory threats of litigation over Cruz’s Canadian-birth and the question of whether Cruz is a ‘natural born citizen’ five times,” the site reports.

And others have gone so as to frame their challenges as lawsuits. “Of the litany of filed suits, four in particular pass muster, either by creatively suing a state election board, scaring Cruz’s campaign into a response, or originating from lawyers in pursuit of more than political gamesmanship or political frivolity,” Strong wrote.

Read the article.

A Hastings-on-Hudson, N.Y., lawyer has pleaded guilty to charges stemming from a scam to bilk clients out of more than $1.4 million, officials said, according to a report on lohud.com, a site of The Journal News.

Michael Lippman pleaded guilty on Monday to felony counts of second-degree grand larceny, second-degree criminal tax fraud and first-degree scheme to defraud, the Westchester County District Attorney’s Office said.

“Lippman, 71, who had a law office in the village, was arrested in September,” the report said. “He pocketed $1,487,462 from 13 clients between Jan. 1, 2010, and Sept. 15, 2015, officials said.”

Read the story.

A Broward County, Florida, lawyer, arrested on federal child porn charges, is also accused of abusing two underage girls, according to court records, according to a report from the Sun Sentinel.

David Rothenberg, 47, was arrested Saturday at home after an undercover investigation revealed he was logging on to a “daddaughtersex” chat room from the Internet protocol address of his Fort Lauderdale law firm and trying to persuade a stranger to let him have sex with her 13-year-old daughter, authorities said. But in reality he was communicating with an undercover officer for about six weeks, investigators said.

“Authorities said they moved swiftly to arrest Rothenberg on the child porn charges when they found evidence he was sexually abusing a real teenage girl,” the Sun Sentinel reported.

Read the article.

When companies understand exactly where their contracts are and, even more importantly, what is buried within them, they can make more informed decisions in order to maximize revenue opportunities, mitigate risk and reduce expenses, according to an article from Seal Software. But sometimes even Fortune 500 companies have no idea what is lurking in their contracts.

The company collected a top 10 list of actual examples of what Seal has found in customers’ contracts after five years of working with leading organizations across a variety of industries.

The examples illustrate problems in such areas as unnecessary costs, missed opportunity, increased legal risk, increased legal risk, contract inefficiency, legal exposure and more.

In one example, for instance, a large energy company three years after a takeover discovered it was auto-renewing a lease costing $400,000 per year on property it didn’t need.

And in another case, five years after a telecommunications company purchased a major competitor, it still had no idea of the liabilities contained within the 500,000 contracts it had acquired in a takeover.

Read the article.

Although continuing low oil prices affect the LNG industry in expected ways (e.g. delays and cancellations in the development of LNG export projects) and unexpected ways (e.g. take-overs between major players in an already consolidated industry), a prolonged LNG oversupply notwithstanding tapering Asian demand could be the most widespread industry impact in 2016, write Philip Weems and Monica Hwang in an article on King & Spalding‘s Energy Law Exchange.

The article examines the top ten questions the LNG industry may face this upcoming year. “Given that LNG is now considered the most valuable physical ‘commodity’ after crude oil, how the industry reacts to the oversupplied, low-price environment could have far-reaching consequences globally,” the article says.

Read the article.

Employers are advised to follow developments in the legislature and government agencies to curtail the use of arbitration agreements, writes James G. Ryan on the website of Cullen and Dykman LLP.

“Employers should also monitor decisions issued from federal agencies such as the NLRB and stay current with laws involving arbitration agreements in order to ensure compliance with both state and federal law,” according to the article.

The article also discusses a bill introduced by U.S. Senator Patrick Leahy, titled “Restoring Statutory Rights and Interests of the States Act of 2016,” that would limit the use of arbitration agreements in civil rights cases, employment disputes, and other lawsuits.

Read the article.

Courts have generally categorized online agreements into two types: “clickwrap” agreements and “browsewrap” agreements, write Joshua R. Stein and J. Alexander Lawrence of Morrison & Foerster LLP in an article posted on Lexology.com.

The explain:

Clickwrap agreements—which require a user to check a box or click an icon to signify agreement with the terms—are usually enforceable under U.S. law, even where the terms appear in a separate hyperlinked webpage but where language accompanying the box or icon indicates that checking the box or clicking the icon indicates assent to such terms.

On the other hand, browsewrap agreements—where the terms are passively presented to users in a hyperlink somewhere on a webpage, often at the very bottom of the page in small font—are often unenforceable because it often cannot be proved the user knew the terms existed or even was aware of the hyperlink.

They describe a case in which a signed contract did not include an arbitration clause, but instead included an Internet link to terms and conditions that included arbitration conditions.

Read the article.

Kirkland & Ellis LLP advised EIG Global Energy Partners on its $500 million equity commitment, on behalf of EIG managed funds, to Rice Midstream Holdings LLC, a midstream-focused subsidiary of Rice Energy Inc. and the indirect owner of the general partner of Rice Midstream Partners LP (NYSE: RMP). Rice announced the completion of an initial funding of $375 million of this investment. The full release is available here.

The Kirkland team was led by corporate partners Andy Calder and John Pitts; capital markets partner Matt Pacey; and debt finance partners Will Bos and Mary Kogut.

Barclays Capital Inc. acted as financial advisor and Vinson & Elkins L.L.P. served as legal counsel to Rice.

RMH will use approximately $75 million of the proceeds to repay all outstanding borrowings under its revolving credit facility and to pay transaction fees and expenses, and the remaining $300 million will be distributed to Rice Energy to fund a portion of its 2016 development program in the cores of the Marcellus and Utica Shales, Rice Energy said in a release. In addition, RMH will have an additional $125 million commitment from EIG (subject to designated drawing conditions precedent) for a period of 18 months.

Read more about the deal.