When dealing with contracts, new relationships, or even old ones a little extra scrutiny upfront can save significant amounts of money in the long-run, warns Jennifer McKevitt, writing for Supply Chain Dive.

“While some contract disputes can be settled easily, others erupt once bankruptcy enters the picture. Such was the case between GM and Clark-Cutler-McDermott (CCM), a longtime supplier of GM parts including acoustic insulation and interior trim,” she explains.

She discusses the case, in which CCM claimed to be losing $30,000 per day as a result of damaging contracts initiated by GM.

Read the article.

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Yahoo’s top lawyer, Ronald S. Bell, has resigned, and its chief executive, Marissa Mayer, lost her 2016 bonus after a board investigation of the 2014 theft of information on more than 500 million user accounts, reports The New York Times.

“Senior executives, company lawyers and information security staff were aware of the hack in 2014 and also knew about subsequent attempts to break into the affected accounts in 2015 and 2016, but failed to ‘properly comprehend or investigate’ the situation, the company’s board of directors said in a securities filing on Wednesday,” writes reporter Vindu Goel.

Yahoo’s GC is bearing much of the blame for the company’s security failures, including the hack that left up to 32 million Yahoo accounts vulnerable. The company now faces 43 consumer class-action suits related to breaches, as well as a stockholder class-action suit, the report says.

Read the NYT article.

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Peter C. Vilmos of Burr Forman writes in an article published by JDSupra Business Advisor that contractors have several reasons to require that their high-level employees (e.g., C-Level) enter non-compete agreements.

“Non-compete agreements, or non-competition agreements, are contracts into which an employer and an employee enter that restricts the work the employee can perform for another company when the employee’s tenure at the employer company ends,” Vilmos explains. “Typically, it’s illegal to intentionally restrain trade; however, some states allow employers and employees to voluntarily enter into agreements with future employment restrictions.”

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A new JPMorgan Chase & Co. a learning machine  called COIN, for Contract Intelligence, is parsing financial deals that once kept legal teams busy for thousands of hours, according to a Bloomberg report.

The company uses the technology to interpret commercial-loan agreements that formerly consumed 360,000 hours of work each year by lawyers and loan officers. The software reviews documents in seconds, is less error-prone and never asks for vacation, writes Hugh Son.

“Made possible by investments in machine learning and a new private cloud network, COIN is just the start for the biggest U.S. bank,” Son explains. “The firm recently set up technology hubs for teams specializing in big data, robotics and cloud infrastructure to find new sources of revenue, while reducing expenses and risks.”

Read the Bloomberg article.

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Arent Fox LLP announces the addition of commercial litigator John S. Purcell as a partner in the firm’s Los Angeles office. Purcell joins the firm’s Complex Litigation practice and focuses on class actions, intellectual property, media, and commercial litigation. His intellectual property practice includes litigation involving copyright, patent, trademark, idea theft, and unfair competition. He also has experience in construction, real estate, and environmental nuisance matters.

“We are thrilled to welcome John to the firm,” said Los Angeles Managing Partner Aaron H. Jacoby. “He will add to our deep bench of litigators who counsel clients strategically and efficiently, with an eye on ensuring we meet their business objectives. John’s diverse skillset and valuable courtroom experience is a great addition to our national litigation team.”

Previously a senior partner at Quinn Emanuel Urquhart & Sullivan, LLP, Mr. Purcell has experience in federal and state courts on behalf of large commercial clients in the consumer electronics, telecommunications, and technology industries.

In a news release, the firm said the addition of Purcell is the most recent step in Arent Fox’s West Coast expansion, which prioritizes the growth of core practice areas that the firm boasts national and international capabilities in. The firm’s California offices recently added commercial litigator Brian P. Maschler in San Francisco and corporate finance attorney Samuel J. Miller in Los Angeles.

Purcell is a member of the California Bar. He earned his bachelor’s degree from University of Illinois, and his law degree from New York University School of Law, where he served as the Associate Editor of the NYU Review of Law and Social Change.

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Determine Inc. has posted a complimentary on-demand webinar titled “Getting Global in Your View of Contracts.”

The webinar features Tim Cummins, CEO of the International Association for Contract & Commercial Management. Other speakers are Kal Patel, senior director CLM Professional Services of Determine, and Constantine Limberakis, vice president of product marketing with Determine.

On its website, Determine says the webinar discusses what impacts the coming year will have, including how best-in-class companies use contract management to prepare for the increased volatility of an ever-changing global business environment.

The webinar covers:

• Changes impacting contract management and improving collaboration
• Addressing what organizations have done to pave the path for change
• The role technology plays in managing uncertainty

Watch the on-demand webinar.

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Contract Logix has published a research study, “Contract Management at Manufacturing Companies: Roles, Tools, Challenges, & Obstacles,” and made the study available for downloading.

On its website, the company says the study involved 550 contract management professionals across multiple segments of the manufacturing industry.

It covers:

• The management tools they most often use to manage contracts
• The most frequent challenges in contract management
• The biggest obstacles to obtaining a purpose-built solution for Contract Lifecycle Management (CLM)
• And many more insights about the roles and responsibilities of those who handle contracts at manufacturing companies

Download the research study.

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New York-based Hogan Lovells is contemplating using blockchain technology to execute Smart Contracts, reports Eastern Daily News.

The story refers to reporting by The Wall Street Journal, which says the law firm is reviewing how this technology can eliminate many of the manual steps required to execute legal contracts. “This will have a positive impact on the firm in that it will be able to cut down its operation costs and at the same time be able free up lawyers’ time,” writes Peter Ngigi.

He continues: “Smart Contracts are technical in nature and hence will require lawyers who are professionally qualified and at the same time with the technical expertise to understand the code within the contract and figure out how they can work together.”

Read the Eastern Daily News article.

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Under California law, a provision of a contract found to impose a penalty is unenforceable as a forfeiture and contrary to public policy, explains Giselle Roohparvar of Miller Starr Regalia.

“The characteristic feature of a penalty is the lack of proportional relation between the forfeiture compelled and the damages or harm that might actually flow from the failure to perform under a contract,” she writes in the article posted by JD Supra Business Advisor. “Whether a contractual provision is an unenforceable penalty is a question of law subject to judicial determination. When parties are not careful, they risk having a bargained-for condition in their contract struck down as an unenforceable penalty.”

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eSignLive by Vasco will present a complimentary webinar titled “Digitize Your Business: Defining Your E‑Signature Requirements” on Wednesday, March 8, 2-3 p.m. Eastern time.

Guest speaker Craig Le Clair from Forrester Research will talk about the driving forces behind e‑signature adoption, both locally and abroad, and how to define e‑signature requirements.

This 60-minute presentation will address:

• The integrated components of a digital business

• What’s driving e-signature adoption in regulated industries

• B2E, B2B, and B2C e-signature use cases

• Defining key e-signature integration requirements

• Top e-signature evaluation criteria from your peers

All attendees will receive a complimentary copy of the recent Forrester report, Vendor Landscape, E‑Signature, Q4 2016.

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Practical Law will present a complimentary webinar discussing how current market conditions are affecting loan agreement terms and about the factors that are likely to influence loan agreement negotiations in 2017.

The event will be Wednesday, March 8, at 1 p.m. EST.

Practical Law and experts from Davis Polk & Wardwell LLP and Thompson & Knight LLP will participate in the 75-minute webinar. During this session, the presenters will explain the effects of prevailing market forces on the large corporate and middle market segments of the US loan market and discuss arguments commonly raised in loan agreement negotiations.

Discussions will also include:
-A review of market activity from a rollercoaster 2016.
-The impact of the current pricing environment.
-Developments in unitranche lending.
-A look at the continually evolving composition of underwriting groups.
-The current state of oil & gas lending.

A short question-and-answer session will follow.

Presenters:
Cassandra Mott, Partner, Thompson & Knight LLP
Jason Kyrwood, Partner, Davis Polk & Wardwell LLP
Tim Fanning, Senior Legal Editor, Practical Law Finance (Moderator)

Register for the webinar.

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The New York Times is reporting that two large law firms said on Tuesday that they would combine to form a global firm amid continuing consolidation in the legal industry.

The combination of Norton Rose Fulbright and Chadbourne & Parke will create a single entity with more than 4,000 lawyers and expected annual revenue almost $2 billion. The combined firm will be known as Norton Rose Fulbright, reports Elizabeth Olson.

“Rumors had swirled recently that Chadbourne was looking for a combination, especially after some partners left the firm, including corporate and project finance partner Margarita Oliva Sainz de Aja, who joined Baker McKenzie last month, and bankruptcy partner Douglas Deutsch, who joined Clifford Chance last summer,” Olson writes.

Read the NYT article.

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The generic drug industry has come under fire the last couple of years because of staggering price increases, but now generic drug executives can expect to face tougher legal repercussions, reports MedCity News.

The efforts come in the wake of a 500 percent hike in the generic price of the EpiPen and the 5,400 percent jumpin the price of Daraprim for the treatment of potentially deadly parasite infections, writes Johanna Mayer.

In November 2016, Heritage Pharmaceuticals Inc. sued two of its former executives, Jeffrey Glazer and Jason Malek, using the Racketeer Influenced and Corrupt Organizations Act (RICO). And in December 20 states sued six companies, including Heritage, after a major antitrust investigation by the state of Connecticut.

“Experts predict that these diverse types of lawsuits could ignite a legal domino effect,” Mayer writes. “They also suspect that, as cases like these develop, they’ll expand to touch multiple prongs of the pharmaceutical industry, such as wholesale manufacturers and pharmacies.”

Read the MedCity News article.

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Uber Chief Executive Travis Kalanick said in a memo to employees that allegations from a former employee that she’d been sexually harassed at work, and that the company’s human resources department tried to cover it up was the first he’d heard of the incident. But two groups weren’t surprised, according to a report in The Los Angeles Times: women who work in tech, and Silicon Valley employment attorneys such as Kelly Dermody.

“There’s a phenomenon that happens in several industries, namely tech and financial services, where there’s a buffer around the men who are considered ‘high contributors,’ ” said Dermody, who has represented hundreds of women who work in the tech sector in gender discrimination cases. “They get to have a different set of standards, and their business success translates into them being above the law of the companies.”

Susan Fowler, the former Uber engineer who made the allegations, joined Uber as a site reliability engineer in November 2015. She claims that her manager at the time propositioned her, but Uber’s HR team told her it was the man’s first offense, so “they wouldn’t feel comfortable giving him anything other than a warning and a stern talking-to.” They also told her the manager “was a high performer,” writes reporter Tracey Lien.

Read the LA Times article.

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My Other Bag sells inexpensive canvas tote bags that are obvious parodies of pricey designer bags. Luxury handbag maker Louis Vuitton doesn’t get the joke. In a post on its website, Androvett Legal Media & Marketing explains the company filed a trademark infringement suit in New York that was tossed out because the judge said it was clear the canvas bag wasn’t a typical knockoff copy. Earlier this week, an appeals court judge said he wouldn’t reconsider that decision.

Chris Schwegmann, an intellectual property partner at Dallas-based Lynn Pinker Cox Hurst, agrees Louis Vuitton missed the joke:

“This case is very different from most counterfeit litigation. Just by looking at them, the products sold by My Other Bag are clearly not Louis Vuitton bags. That is part of the joke.

“This lawsuit is a cautionary tale that trademark holders need to pick and choose their targets carefully. Sometimes by suing, you bring more attention to the alleged infringer, and in this case, it seems that Louis Vuitton is the butt of the joke. There are several examples of trademark holders sending silly cease and desist letters, only to have the action backfire on them in a very public way.”

The recent California appellate ruling in Glen Provost v. Regents of the University of California sheds significant light on judicial views of written settlement agreements, writes Robert S. Luft in the JAMS ADR blog.

“For corporations, whether or not a settlement agreement can be enforced depends on who signs it. A corporation acts through its employees and agents and that raises the question of what employee or agent can bind the entity to Judgment enforcement.  This issue was partially answered in the Provost case.” Luft explains.

It’s best to err on the side of over qualification of a corporate employee representative to sign a settlement agreement to ensure it will be enforceable, advises Luft.

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Delays are an all too common occurrence on construction projects. And they almost always cost money, points out Eugene Polyak on the website of Smith, Currie & Hancock LLP. So who pays for the increased costs caused by delays?

“This is one of the most durable issues in all of construction contract law. The answer is — it depends,” writes Polyak. “It depends first on whether the risk of delay is addressed in the parties’ contract. Owners and contractors frequently use No Damage for Delay clauses to push down the risk of delay costs. It may also depend on the law of the state where the project is performed. No Damage for Delay clauses are not uniformly enforced in different jurisdictions.”

He gives some examples of no-damage-for-delay clauses and discusses some exceptions.

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Comprehensive due diligence review of any target company that performs government contracts should include evaluation of five broad categories relating to general business matters, Kimi Murakami writes in Part II of a report on Piliero Mazza‘s PM Legal Minute blog.

She discusses key issues to be considered when performing due diligence in M&A transactions for government contractors.

The topics include entity formation basics. registrations and permits, employee related matters, intellectual property related matters, and financial and other business related matters.

Read the article.

Read Part I.

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By Amy Boardman Hunt
Muse Communications

If you’re a small law firm looking to grow your business, you may have encountered the phrase “content marketing” while exploring your marketing options. You may be asking yourself, “What the heck is that?”

This blog post will explain some of the main concepts of content marketing and discuss how it can be a potent tool for solos and small law firms with limited marketing budgets.

Content marketing is an umbrella term that incorporates the following elements (among others):

• Blogs
• Website text
• Social media
• Email marketing
• Search engine optimization for website text and other online content (i.e. making your content easily findable by online)
• Online profiles
• News releases
• White papers
• Ebooks

Become a Source of Genuine Value

The essence of content marketing is that you’re promoting your subject matter expertise (whether it’s labor law, family law, or any other practice area) by providing consistent, relevant content of interest to your clients and prospective clients. That could be answers to FAQ-legal inquiries, updates on new regulations, pending legislation that could affect your industry, interesting trends your clients need to know about, or just your “hot take” on a news story that intersects with your practice area.

Content marketing is primarily about two things:

• Building a reputation as a source of genuine value in your practice area; and
• Staying top-of-mind among your clients, prospective clients and referral sources.

It is not primarily about self-promotion, though that can play a part in your overall communications strategy.

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A client alert from Cowan Liebowitz & Latman discusses two recent developments conveying similar messages regarding the need to maintain supporting evidence at both the trademark application and registration stages.

According to the report by William M. Borchard and Vanessa P. Costantini, “if you file an application alleging an intention to use the mark in commerce, you may be required to support that allegation if it is challenged in an opposition, cancellation or infringement proceeding.”

They added that the United States Patent and Trademark Office may now require proof of the actual use of the mark in connection with all of the goods and services listed in the trademark application or registration.

Read the article.

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