Platts has posted an on-demand webinar reviewing the natural gas markets winter-to-date and a taking forward look at the first quarter of 2016. Storage started the winter at all-time record levels and prices have seen dollar handles, but with a strong El Nino in effect, what will the beginning of 2016 have in store?

Analysts Jeff Moore and Bob Yu discuss:

• Storage: How will year-ending storage inventories look? Will we reach capacity in 2016?
• Prices: What’s the price outlook for the beginning of next year? Could 2016 be the first year on the road to recovery?
• Demand: How are freeze-offs affecting winter production? When will LNG demand show up in 2016?
• Weather: How is El Nino affecting the energy markets so far? What are some scenarios for 2016?

Watch the on-demand webinar.

U.S. drugmaker Merck & Co. on Friday said it would pay $830 million to settle a federal class action lawsuit involving allegations the company failed to adequately inform investors about heart risks from its now-recalled Vioxx pain medication, according to a report on the Business Insurance website.

“The drug was approved by U.S. regulators in 1999 as a new type of treatment for pain and quickly became a blockbuster product, ultimately used by an estimated 20 million Americans,” according to a Reuters report. “But the company in 2004 recalled Vioxx from the market after a colon-polyp prevention study showed it more than doubled the risk of heart attacks or stroke after 18 months of use.”

The company’s cash payment for the settlement and fees will be about $680 million after reimbursement from insurance policies, Merck said.

Read the article.

Goldman Sachs Group on Thursday agreed to pay $5.1 billion to end an investigation into its packaging of residential mortgage-backed securities in the run-up to the financial crisis, reports Forbes.

“Thursday’s agreement with the RMBS Working Group of the U.S. Financial Fraud Enforcement Task Force, still subject to finalization with the Justice Department and other authorities, includes a $2.4 billion civil monetary penalty and calls for $875 million in cash payments and $1.8 billion in ‘consumer relief’ such as forgiving principal for borrowers whose homes are worth less than their remaining mortgage obligations and supporting foreclosure prevention,” Forbes reports.

The bank said the settlement would knock $1.5 billion off its after-tax earnings from the fourth quarter of 2015.

Read the article.

There is good evidence that the founding fathers would have understood the words “natural born citizen” to mean only people born within a nation’s borders, but there’s also strong evidence on the other side of the debate, according to an article published by ThinkProgress.

Harvard University Law Professor Laurence Tribe, for example, wrote in a newspaper op-ed piece that “the constitutional definition of a ‘natural born citizen’ is completely unsettled,” and then he claims that, under the method of constitutional interpretation Cruz preferred when he was Tribe’s student, Cruz “wouldn’t be eligible, because the legal principles that prevailed in the 1780s and ’90s required that someone actually be born on US soil to be a ‘natural born” citizen.’”

But two former United States Solicitors cite the Naturalization Act of 1790, which states that children born outside of the country, but with parents who are U.S. citizens, are natural born citizens themselves.

Read the article.

Citigroup said Friday that its profits jumped sharply in the fourth quarter, helped by lower legal and regulatory costs that hammered the bank in the fourth quarter of 2014, according to a report on ABC News.

The report says the financial conglomerate had a profit of $3.34 billion in the three-month period ending in December, or $1.02 per share. That’s compared to a profit of $344 million, or 6 cents per share. In the corresponding quarter in 2014, Citigroup incurred $3.5 billion in legal costs tied to settling several high-profile investigations, including allegations of currency trading and interest rate manipulation.

Read the article.

Exterro will present a five-part webinar series in which e-discovery and legal experts will debate the five most controversial e-discovery issues from 2015 and help you stay informed with the latest information around these e-discovery topics.

The series will cover best practices on:

1. Preserving / Collecting New Data Types
2. Reducing E-Discovery Costs without Sacrificing Defensibility
3. Managing Large Volumes of Corporate Data
4. Deciding How and When to Preserve Data
5. Working with IT / Legal Effectively

Register for the webinar series.

The recent problems experienced by Finish Line should be instructive to all users and providers of technology products and services, according to a report posted by FisherBroyles LLP.

The Indianapolis specialty retailer acknowledged a problem with deployment of a new warehouse and order management software system. Stores sales dropped 5.8 percent due to the disrupted supply chain issues that failed to maintain adequate inventory to meet demand in its stores. And the company replaced its CEO.

Such situations often result in major litigation between customer and vendor, and often claims by shareholders of the customer, the report says.

It lists concerns that should be addressed by customers and vendors when drafting such agreements.

Read the report.

The typical reinsurance contract arbitration involves a tri-partite panel of arbitrators, with each party appointing an arbitrator and a separate process governing appointment of the third arbitrator (known as “the umpire”),” according to a white paper published by Sidley Austin LLP and available on Lexology.com.

Most arbitrations run smoothly, the paper says, but “arbitrators should be ready for the exceptional case, which can be occasioned by another arbitrator or counsel. The remedy for rogue behavior may rest within the panel, or it may require judicial intervention. Judicial relief can be hard to come by, given the procedural and substantive hurdles to be cleared; but the truly egregious case has a way of catching a court’s attention.”

The article examines some examples of panel breakdown and how they have been addressed.

Read the white paper.

The law you choose to govern your contract may not be the law that governs the applicable statute of limitations for claims arising under or related to that contract, writes Glenn West in Weil, Gotshal & Manges’ blog, Global Private Equity Watch.

“Standard choice of law clauses do not in fact choose all of the law of the chosen state; many unknowingly only choose some of that law and that part of the chosen law may only apply to claims in contract but not in tort,” he writes.

The bottom line, West says, is that “unless your choice of law clause specifically states that the statutes of limitations applicable to claims arising under or related to the contract are also governed by the contractually chosen law, the statutes of limitations applicable to the claims governed by the chosen law will be the applicable statutes of limitations of the forum state where the claim is made.”

Read the article.

National law firm Wilson Elser announced the opening of a New Orleans office, the firm’s 30th U.S. office and the fourth opened in the past 12 months.

Lisa Africk, formerly of Burleson LLP, has joined Am Law 200 firm Wilson Elser as regional managing partner of the new office, accompanied by Katherine May, a former Burleson associate.

“The opening of a New Orleans office is part of Wilson Elser’s strategic growth plan and a move to bolster all of our business lines,” said Daniel J. McMahon, Wilson Elser chairman. “We are committed to providing our clients with excellent lawyering and outstanding client service by staffing our offices with the most accomplished attorneys proximate to our clients nationwide.”

“A New Orleans office solidifies Wilson Elser’s foothold in the Gulf Coast Region, with recently enhanced offices in Dallas and Houston and new offices in Austin and Beaumont, Texas,” added McMahon. “With more than 60 services, the firm is well positioned to represent the thriving industry sectors indigenous to this region.”

Over the past five years, Wilson Elser has opened nine offices – Hartford, Connecticut; Louisville, Kentucky; Denver, Colorado; West Palm Beach, Florida; Milwaukee, Wisconsin; Livonia, Michigan; Edwardsville, Illinois; and most recently, Austin and Beaumont, Texas.

“We are fortunate to have Lisa lead the firm’s expansion into Louisiana,” said Stratton Horres, regional managing partner of the Dallas office and the partner in charge of national lateral hiring. “With roots in New Orleans dating from her attendance at Tulane and a formidable reputation as a skilled attorney, she possesses the acumen of an effective leader and litigator.”

A practicing attorney for nearly two decades, Africk focuses on maritime, energy, construction litigation and employment. She has been named for inclusion in Louisiana Super Lawyers since 2013.

Africk is an active member of the New Orleans Bar Association board and is a member of the Louisiana Bar and Federal Bar associations, and the Tulane Law School American Inn of Court. She is committed to mentoring junior attorneys and law school students and has been involved in such programs with Tulane Law School and Louisiana State University Law School. Africk is an active community leader and dedicates time to pro bono work.

Africk graduated cum laude with her B.A. and J.D. degrees from Newcomb College of Tulane University (1984) and Tulane Law School (1999), respectively. She earned her M.S.W. degree from Tulane School of Social Work (1999).

The latest release of Hillary Clinton emails entails real risks for her, according to a report published by RealClear Politics.

“True, Democratic voters have shown little interest, and the mainstream media only a bit more,” the article says. “Their focus, when they do look, is on the number of documents now considered classified, their foreign-policy revelations, and the political damage they might cause. These are vital issues, but Clinton faces a far bigger problem. She and her closest aides could be indicted criminally.”

RealClear Politics says the FBI reportedly has assigned 100 agents full time to the investigation and another 50 temporarily.

Read the article.

Tonya Couch, the mother of “affluenza” teen Ethan Couch, was released from Tarrant County Jail in Texas today after a judge reduced her $1 million bond to $75,000, ABC reports.

Secretary of State John Kerry credited diplomatic strength and newly developed ties with Iran in helping secure the quick and safe release of 10 American sailors Wednesday, reports CNN.

“These are always situations as everybody here knows which have an ability, if not properly guided, to get out of control,” Kerry said in a speech at the National Defense University. “I’m appreciative for the quick and appropriate response of the Iranian authorities.”

The sailors were released Wednesday to the American naval fleet in the Persian Gulf after being captured by the Iranian Revolutionary Guard Tuesday, the network reports.

Read the article.

Steven Avery, the subject of the Netflix documentary “Making a Murderer,” filed several motions Monday before the Wisconsin Court of Appeals seeking to be released on bond and making a variety of due process allegations, reports WBAY TV in Green Bay, Wisc.

In the motion, Avery claims that his property was searched illegally, making the evidence collected against him inadmissible in his case.

He also claims a juror influenced and intimidated other jurors into voting guilty.

“He’s serving life in prison for murdering Teresa Halbach in Manitowoc County — two years after he was released from prison after serving 18 years for a rape he didn’t commit,” WBAY reports.

Read the article.

See the video here.

The National Association of Corporate Directors (NACD) recently released the 2015-2016 NACD Public Company Governance Survey, which compiles benchmarking data on governance trends and practices from more than 1,000 public company governance corporate directors and governance professionals. A few of the key findings from this year’s survey include:

• Almost half of boards are unprepared to respond to activist investors.
• M&A is now a leading board priority.
• Executive compensation is changing in response to shareholder pressure.

Full results of the survey are available exclusively to NACD members, but you are invited to download a complimentary copy of the highlights from this year’s report as a sample of the valuable insights NACD provides to its members, the association says.

Download the highlights.

Strong economic growth coupled with low interest rates resulted in a perfect storm for acquisition finance, with plenty of cheap debt available to fund deals, MergerMarket reports in its Global M&A roundup for 2015 for legal advisors.

During 2015 the value of cash & equity transactions increased to US$ 699.8bn, up 43.5 percent, compared to 2014’s annual total (US$ 487.7bn), reflecting a balance between cheap loans and cash piles on balance sheets.

Law firm Skadden Arps Slate Meagher holds on to the number one spot for deal value for another year while Latham & Watkins jumps from fourth to second last year. Cravath, Swaine & Moore makes an enormous leap from thirteenth place in 2014 to third in 2015, the report says.

“Attractive tax laws have resulted in Ireland and the UK becoming the most targeted countries by US companies in 2015. Ireland (36 deals, US$ 190.7bn) received the bulk of investment from the Allergan/Pfizer deal, whilst the UK (244 deals, US$ 61.8bn) benefited from the US$ 18.2bn acquisition of Visa Europe by US-based Visa Inc.,” according to the report.

Read the report.

While Statements of Work (SOWs) have been, and will continue to be a major part of the professional services framework, they can sometimes be a major barrier to properly scoping, estimating, completing, or even performing the work correctly, reports ContractRoom.

“Even the most liberally written SOWs contain limiting parameters such as budgeting and task descriptions, which often send these documents into an awkward Change Request process which may or may not happen favorably,” the article says.

The article lists the top four scenarios where businesses can benefit using automated (negotiation and) contract management software, especially in the statement of work process (automating statements of work).

Read the article.

The Texas-based trial and appellate law firm GODWIN PC has named Houston appellate attorney and firm President R. Alan York as Managing Shareholder and Chief Operating Officer, effective January 6, 2016.

“Alan’s appointment as Managing Shareholder is another indicator of the importance of our Houston office to the Firm,” says GODWIN PC Chairman and Chief Executive Officer Donald E. Godwin. “As President, Alan has bolstered the Firm’s reputation for strong leadership, and, as Managing Shareholder, his leadership skills will benefit GODWIN PC even further.”

York succeeds Godwin as Managing Shareholder. Godwin will continue in his roles as Chairman and CEO.

Rounding out the firm’s Executive Committee, Bruce W. Bowman Jr. will continue in his dual role as Executive Vice President and General Counsel, while Jenny L. Martinez will maintain her position as Executive Vice President and Secretary/Treasurer.

In addition to his roles as Managing Shareholder, President and COO, York will continue to serve as Chair of the GODWIN PC Appellate Practice Section. Board Certified in Civil Appellate Law by the Texas Board of Legal Specialization, York provides trial support and error preservation, as well as appellate briefing and argument, on significant civil cases.

York has earned selection to The Best Lawyers in America for the past two years. He also has been honored as one of Houston’s Top 100 lawyers three different times on the annual Texas Super Lawyers list published by Thomson Reuters’ legal division, where he has been listed since 2003. York has also been recognized seven times among Texas Magazine‘s Top Lawyers in Houston, in addition to similar recent honors from Houstonia magazine. He is AV Preeminent rated by Martindale-Hubbell, the highest ranking for ethics and legal ability. York also serves as a trustee for the Houston Grand Opera and serves on the National Leadership Council of Lambda Legal.

According to a release, GODWIN PC, founded in 1980, is a mid-sized trial and appellate firm with a national practice. With offices in Dallas and Houston, GODWIN PC represents Fortune 500 and middle-market industry leaders in Mission Critical Litigation® throughout the United States. The firm is known for handling some of the biggest business litigation cases in Texas and elsewhere, including its successful representation of Halliburton in the landmark environmental litigation stemming from the 2010 Deepwater Horizon oil spill, the release says.

Christopher Barnett
Scott & Scott

There are many good reasons that businesses often cite in seeking to transition their IT operations to a vendor-delivered Cloud environment.

It’s scalable.

It’s more reliable and secure than what the business may be able to deliver for itself.

It’s (often) cheaper than keeping the environment in-house.

Then there’s this one:

“All I have to do is pay a monthly fee, so no stressing over software-licensing rules.”

Not quite.

In many cases, it is true that, where the vendor is providing licensing for software products to be used in the company’s Cloud, the licensing requirements that are directly applicable to the company may be significantly reduced. Often, the only requirements that remain are things like: “don’t copy or reverse-engineer the hosted software,” or “don’t provide third parties with access to the hosted software.” Pretty easy.

However, even though some of the more technical requirements may no longer be the company’s contractual obligation, the vendor’s failure to adhere to them can cause trouble.

For example, a Cloud vendor may propose offering hosted virtual desktops-as-a-service (DaaS) running the Microsoft Windows operating system. Unfortunately, Microsoft currently offers only two options for DaaS service providers:

1. DaaS through the Microsoft Services Provider License Agreement (SPLA) via the Microsoft Windows Server Operating System, or

2. DaaS through Dedicated Outsourcing using your customer’s Microsoft Volume Licensing agreement.

Option 1 is incompatible with the proposed services, because it entails use of desktop “experience” functionality included in the Windows Server operating system, not the Windows operating system itself. That leaves Option 2. However…

Option 2 also usually is problematic, because “Dedicated Outsourcing” in Microsoft-speak means that the physical server infrastructure used to deliver the DaaS services must be dedicated exclusively to the company receiving those services and must not be used by any other customers of the DaaS vendor. Spinning up one or more new, physical servers for each customer often is something that many DaaS providers simply cannot afford to do.

Of course, if the vendor messes up in licensing its hosting environment, that is primarily going to be the vendor’s problem. When Microsoft discovers the compliance problem, then it likely will look to the vendor to remedy the problem, not to the recipients of the vendor’s services. However, our experience is that SPLA audit exposure in particular can be very significant and occasionally even financially crippling. If a vendor builds a service model around a misunderstanding of fundamental licensing concepts, then the remedy sought by Microsoft following an audit could jeopardize the vendor’s business operations. The result could be a discontinuation of the DaaS services, a need to transition to another provider within a short window, and, potentially, unexpected and permanent service interruption.

Businesses therefore need to develop and to maintain a working knowledge of software-licensing rules, even if they are not going to be directly responsible for adhering to those rules within the context of a hosted-service relationship. Contract language related to warranties, indemnification and limitation of liability may help to mitigate some of the risk associated with inadequately licensed hosting environments, but a better bet would be to go into a vendor relationship knowing that the services to be delivered do not, on their face, violate applicable licensing policies.