The Associated Press is reporting that Louis Chenevert, chief executive officer of aerospace and building systems giant United Technologies Corp., is retiring after six years on the job and will be replaced by the company’s chief financial officer.

The Hartford, Connecticut, conglomerate announced the change of leadership on Monday. It promoted CFO Greg Hayes to the top job, The AP reports.

“Chenevert steered United Technologies’ $18.4 billion purchase of aerospace parts maker Goodrich Corp. in 2012. It was the industry’s largest deal and gave the company a stronger presence in the aerospace industry,” according to the story.

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Forbes magazine offers a list of the top 10 legal mistakes entrepreneurs make and what to do about them (in addition to seeking the advice of an attorney).

First on the list is failure to incorporate. “At some point, this hurts them because they want to get outside investors, founders leave or they get sued by a customer or employee. Not having the right legal structure can open them up for personal liability,” the article says.

The list also includes tips about shareholders’ agreements, human resource guidelines, talking trash about the competition, and more.

Another is bringing in outside investors. “Many small business owners bring in outside investors since they are desperate for cash. They then run into disagreement on how the company is to be run and the investors threaten legal action,” Forbes says.

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Target Corp. is trying to avoid liability for tens of millions of dollars banks claim to have lost after hackers broke into the retailer’s payment processing systems a year ago.

According to a report at Bloomberg News, Target didn’t have a legal duty to the banks because card payments are processed through third-party intermediaries, Douglas Meal, the retailer’s lawyer, told U.S. District Judge Paul Magnuson in St. Paul, Minnesota. Target isn’t liable to the lenders, he said today in urging the judge to dismiss the case.

The banks “are claiming that Target had a duty to protect them from that criminal activity,” Meal said. “The only way that would be true is if there is a special relationship between the parties,” and there is none.

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Five months after the U.S. Supreme Court invalidated its business model, online video streaming company Aereo Inc. has filed for bankruptcy protection.

Media mogul Barry Diller was the primary backer for the company, based in New York.

The Chapter 11 filing on Nov. 9 came five months after the U.S. Supreme Court said Aereo violated broadcasters’ copyrights by capturing live and recorded programs on miniature antennas and transmitting them to subscribers who paid $8 to $12 a month, reported The Chicago Tribune.

With its ruling, the court effectively killed Aereo’s business model, an attempt to offer a less-expensive alternative to cable television.

Chief Executive Officer Chet Kanojia said the court decision created “regulatory and legal uncertainty” that proved insurmountable.

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E-discovery systems developer CS Disco Inc. of Houston has closed a $10 million Series B fundraising round, the Houston Business Journal reported.

Bessemer Venture Partners of Menlo Park, CA, and Austin-based LiveOak Venture Partners led the round of fundraising.

The Houston Business Journal reported that Trevor Jefferies, a lawyer in Arnold & Porter’s Houston office, and Stephen Wallace, former general counsel of Houston-based Westlake Chemical also invested.

The plan is to use the money to scale CS Disco to a national spotlight, versus the regional presence it has today, CEO Kiwi Camara said in a blog post.

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By Quantumquark (Own work) [CC-BY-SA-3.0], via Wikimedia Commons

A junior banker, who had joined the company in July from the New York Fed, was fired a week after the discovery in late September along with another employee who failed to escalate the issue, according to an internal memo obtained by Bloomberg News that didn’t identify the pair.

“We have zero tolerance for improper handling of confidential information,” Goldman Sachs said in the memo. “We are reviewing our policies regarding any hiring from governmental institutions to ensure that they are appropriately effective and robust.”

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Arizona has filed suit against General Motors, claiming that the automaker defrauded the state’s consumers of an estimated $3 billion, The New York Times reports.

The suit is the first major legal action against GM over its record number of recalls this year, most notable among them one for a defective ignition switch in 2.6 million small cars that was delayed for a decade. The suit suggests that “multiple in-house attorneys” were aware of the problem, including Michael P. Milliken, the company’s general counsel for the past five years.

The Times said the complaint was harsh and unsparing in its criticism of GM, suggesting that the automaker intentionally misled consumers through its advertising, website and public statements, and that some of its top leaders were complicit in the alleged misdeeds.

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When it comes to the so-called “boilerplate,” how much does the selection of one state over another matter?

Inside Counsel has posted a discussion of the boilerplate terms used in contracts in California, Delaware, Illinois and New York, explaining the manner in which provisions may be handled differently by courts.

The article addresses the fundamental issue of how the parties’ contract will be interpreted and to what extent courts can go beyond the words of the parties’ written agreement to give effect to their intentions.

Steven D. Atlee, a partner in Winston & Strawn’s Complex Commercial Litigation practice, wrote the article.

Read the article.

The Oil & Gas Journal will present a complimentary webinar optimizing asset management strategy to stay in business when the market turns down.

The webinar will be Thursday, Dec. 11, at 11 a.m. Central time.

On its website, the Journal says the oil and gas market is in constant flux, and as the price of BOE (Barrel of Oil Equivalent) goes down it is increasingly important to optimize your asset management strategy to stay afloat.  Attend this webinar to learn how developing a solid asset management plan can help your company mitigate costs in any market.

Speakers will be Kevin Price, Product Director for EAM Solutions Infor, and Dwayne Maxwell Business Solutions Consultant Infor EAM.

Register for the webinar.

Baker Tilly hosts a complimentary on-demand webinar on how to analyze a contract for project risk and learn how to develop a risk mitigation plan.

The webinar includes a case study review of guarantee maximum price, stipulated sum, and unit priced contracts.

Topics also include: What a contract risk analysis is, decomposing a contract, contract assessment red flags, and refining contract content.

On its website, Baker Tilly says learning objectives include gaining the ability to assess a contract for risk, recognize unfavorable contract provisions, uncover contract omissions, and identify project controls or actions to help mitigate construction project risk.

Watch the webinar and download the slides.

The U.S. Department of Energy has posted a complimentary on-demand webinar on key trends in the U.S. wind power market. The event was presented live on August 20, 2014.

Ryan Wiser of Lawrence Berkeley National Laboratory provided an overview of the DOE 2013 Wind Technologies Market Report. Alice Orrell of Pacific Northwest National Laboratory gave a presentation on the DOE’s 2013 Distributed Wind Market Report.

Brie Van Cleve was the moderator for the webinar.

Watch the on-demand webinar.

Ceridian offers a free on-demand webinar on proper global payroll management techniques.

Demand for global payroll and HR is exploding, and the industry is evolving quickly – so quickly that many companies are struggling to keep pace, Ceridian says on its website. This webinar discusses the current global payroll and HR environment and how these challenges are being addressed by forward-thinking companies.

Topics include:

• The industry evolution of global payroll
• Business initiatives and objectives that drive the need for a global payroll solution
• What other companies are doing to solve for their growing global payroll needs

Watch the on-demand webinar.

The Financial Accounting Standards Board and the Securities and Exchange Commission have issued new guidance on “pushdown accounting,” which involves an acquired organization using the acquirer’s basis of accounting to prepare its financial statements.

“Accounting Standards Update No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting,” from the FASB, is intented to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements.

The amendments in the update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity.

Download the report.

With the IPO market continuing to surge, it’s vital that companies preparing for  their IPOs rigorously examine their risk management, controls and compliance infrastructure for a successful offering and to support future growth, according to a new report by PwC US.

The report, titled “Fortified for Success: Building Your Company’s Risk, Controls and Compliance Ecosystem for the IPO and Beyond,” outlines the seven critical steps businesses need to take in building a scalable risk management and compliance system to protect shareholder value post IPO.

On its website, PwC says going public is a transformational event that pushes a company into view of regulatory, investor, and analyst scrutiny. Companies that delay getting their risk management, compliance and compliance infrastructure in order until after the IPO may be jeopardizing their ability to reap the full benefits of going public. This paper lays out steps that will help companies establish a foundation and cover the company’s critical risks and controls, both pre-and-post IPO.

Download the report.

Bank of Tokyo Mitsubishi UFJ, also known as BTMU, agreed in a settlement Nov. 18 with financial regulators to move its money laundering and sanctions compliance unit from Tokyo to New York. The agreement was part of a deal with New York’s financial regulator.

The bank also agreed to pay $315 million for misleading the regulator’s office about transactions involving countries subject to U.S. economic sanctions, reported The Wall Street Journal. The fine comes on top of a $250 million fine the bank paid in 2013 to the New York Superintendent of Financial Services.

The move will give the compliance unit supervision over all transactions involving the bank’s New York branch, including those that originate overseas.

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Any business transaction involving simple negotiations could be subject to prosecution, former Jefferies & Co. managing director Jesse Litvak warned an appeals court in an attempt to have his securities fraud conviction thrown out, Bloomberg Businessweek reported.

Litvak, found guilty in March of lying to customers about the price of mortgage-backed securities, on Nov. 18 asked the U.S. Court of Appeals in Manhattan to throw out the conviction, saying it could be used to turn “garden-variety statements” made in all kinds of negotiations — even car lot negotiations — into the basis for charges.

“Every car salesman who tells a customer that he cannot lower his price any further because he would earn only a minuscule profit on the sale as it is would be guilty of fraud,” Litvak’s lawyers said in a filing.

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Reuters is reporting that credit monitoring company One Technologies LP will refund $22 million to customers to settle U.S government allegations that its websites inadequately disclosed its charges for credit scores.

Reuters attributed the report to information shared by the two sides on Wednesday.

“A draft complaint from the U.S. Federal Trade Commission alleged that the Dallas-based privately held company advertised free access to credit scores but charged customers $29.95 per month,” the news agency said. “At least 210,000 people have complained about One Technologies’ practices since 2008, the FTC said in the complaint.”

One Technologies also has changed its websites to make advisories about what it charged more conspicuous, the company and the FTC said.

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Gibson Dunn & Crutcher has posted a complimentary webinar addressing recent developments at the Commodity Futures Trading Commission, compliance and implementation challenges for energy derivatives users and what energy derivatives users can expect going forward.

The on-demand webinar covers the scope of the swap definition and the classification of contracts with embedded volumetric optionality, margin requirements for uncleared swaps, position limits and aggregation, reporting concerns, mandatory clearing and the availability of the end-user exception, and the suspension of early termination rights under certain derivatives contracts.

The moderator is William S. Scherman, Chair of Gibson Dunn’s Energy, Regulation & Litigation practice and former General Counsel of the Federal Energy Regulatory Commission and chief of staff and senior legal and policy advisor for the FERC beginning in 1987.

Panelists are Lael E. Campbell, Director Regulatory and Governmental Affairs, Constellation Energy; Jeffrey L. Steiner, Counsel in Gibson Dunn’s Energy, Regulation & Litigation practice; and Jennifer C. Mansh, Associate in Gibson Dunn’s Energy, Regulation & Litigation practice.

Watch the on-demand webinar.

Gerald Stubenhofer, GNC Holdings Inc. senior vice president, chief legal officer and company secretary, has “separated from his employment,” according to a filing with the U.S. Securities and Exchange Commission, reports the Pittsburgh Business Times.

GNC, based in Pittsburgh, markets health products, fitness and vitamins retailer.

Stubenhofer is to receive the compensation and benefits to which he’s entitled under the employment agreement in the case of termination by GNC the form said, except that he is subject to certain noncompetitive covenants for six months, instead of the typical 12.

“Departures since June at GNC include CFO Michael Nuzzo; Chairman, President and CEO Joseph Fortunato and Chief Merchandising Officer/General Manager Thomas Dowd. Veteran retail executive Michael Archbold was hired as CEO in August,” the Business Times reports. “Nuzzo joined Pittsburgh robotics firm 4moms.”

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MetLife has merged four of its previously independent subsidiaries to improve corporate governance and facilitate compliance with regulatory mandates, reports Insurance Networking News.

The merger will make it easier for MetLife to comply with Dodd-Frank collateral requirements and avoid potential regulatory issues associated with the use of captive reinsurance companies, according to the report. MetLife also will gain better visibility into its overall domestic variable annuity portfolio, which should help it better manage risk and pinpoint opportunities for improved portfolio performance.

The merger is part of MetLife’s broader strategy to de-risk its extensive variable annuity business.

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