The Oklahoma Supreme Court found that “Terms of Sale,” hidden on a website and not clearly referenced by the sales agreement, were not adequately incorporated, they were not a proper part of the contract, according to a report by McAfee & Taft and posted on JDSupra.

The report says the court, in Walker v. Builddirect. comTechnologies, Inc., provided guidance on how to properly incorporate extrinsic documents. With this new case in hand, businesses should consult with counsel and make sure their agreements pass muster.

“Counsel can assist with ensuring any extrinsic documents are sufficiently identified and easy to find,” the report says.

Read the report.

Carl Berkowitz, PE, Ph.D., AICP, a transportation and traffic engineering expert has posted the first part of an examination of a broad range of safety issues involving rail activity.

Topics in the paper include safe passenger boarding, pathways for passengers, stairs, handrails, ramps, elevators, escalators, crowding, platform-to-rail-car gap, passengers on the tracks, premature door closing, accidents between the train and platform, in-vehicle falls, jerk rate, operators and safety, applied attention, attention control, stopping distance, speed-distance relationship, emergency braking, derailments, crossing accidents, pedestrians on tracks, and more.

Berkowitz has served as a litigation consultant since 1997.

Read the white paper.

MasterCard Inc. has reported that the proposed $19 million settlement with Target Corp. over  the retailer’s 2013 data breach fell through because not enough banks accepted the deal, Reuters reports.

The agreement, announced in April, would have provided up to $19 million to banks and credit unions that sued Target in federal court in Minnesota over the breach.

The banks had argued that the settlement with MasterCard, which was not a party to the lawsuit, was an attempt to undercut their claims for damages.

But a federal judge earlier this month rejected the banks’ attempt to block the deal, though he expressed concerns about its fairness. Reuters reports.

Read the story.

In a new complimentary webinar posted by Tensoft Inc., Jeffrey Werner, Silicon Valley software revenue recognition expert and lecturer, discusses revenue recognition for services and contracts.

In the presentation, Werner talks about time and materials contracts and fixed fee contracts. He also discusses the percentage of completion method, the completed contract method, and the zero margin method among other ways of accounting for service and contract accounting projects for companies.

Watch the on-demand webinar or download the slides.

ECM Solutions of Charlotte, N.C., presented the webinar “Take Some Uncertainty/ Risk Out of Your Business” and posed the question: “have you uncovered all your risks?”

The webinar was an installment in Technology Associates’ Expertise in Business Webinar Series. John Ketner, a partner at ECM Solutions, was the presenter.

On its website, Technology Associates says there are many reasons why businesses fail or suffer great losses – but risks that are uncovered and properly planned for aren’t one of them. “So what exactly is risk in a business setting, what are the different methods of uncovering risks, and what should we do once we have uncovered one that needs attention?”

Watch the on-demand webinar.

Braumiller Law Group will sponsor a series of webinars on subjects relating to trade law with Cuba and Mexico.

The first, “Maquiladoras: What’s next on the A, AA, and AAA certification?”, will be Thursday, May 21, beginning at 10 a.m. The webinar will cover how IMMEX and other bonded warehouses can keep their certification in compliance, and how these companies can continue on saving fiscal taxes.

“Cuban Sanctions” What’s on the horizon?” will be Tuesday, June 9, at 10 a.m. This webinar, led by Mexico Attorney Brenda Cordova, will discuss the recent changes in the Cuban Assets Control Regulations, including what is now permitted, what remains prohibited, and what remains uncertain.  This webinar will also address the potential impact of the recent changes on business relations between the U.S. and Cuba and the practical challenges confronting businesses seeking to enter the Cuban market. Attorney Devin Sefton will lead the discussion.

“Computed value and why they are used in maquila import transactions,” the third webinar, will be Tuesday, July 7, at 10 a.m. The webinar will review the hierarchy of Customs valuation methods and present scenarios of maquila transactions where a few different types of value methods apply. The presenter will be attorney Jennifer Horvath.

General Counsel News readers may participate in the webinars at no charge by emailing Tracey Lloyd at tracey@braumillerlaw.com and mentioning that you are a GCN reader.

Register for the webinars.

Vernon Nelson, partner in Wilson Elser

Commercial services/gaming attorney Vernon Nelson has joined Wilson Elser’s Las Vegas office as a partner.

Formerly with Lewis Brisbois Bisgaard & Smith LLP, Nelson maintains a full-service commercial practice focused on the gaming/hospitality industry. He handles casino regulatory compliance and gaming/hotel operations, licensing and other matters before the Nevada Gaming Control Board and Nevada Gaming Commission. He also represents self-insurers in claims involving multimillion-dollar prizes and giveaways and has represented commercial creditors in collection and bankruptcy matters.

In addition, Nelson represents commercial clients in commercial transactions, real property sales and leases, buy/sell transactions and management contracts.

Nelson’s clients hail from Nevada and other states with a gaming presence. He represents domestic and international clients and tribal entities in multiple jurisdictions, state and federal courts, and bankruptcy courts.

“There isn’t a matter related to gaming and hospitality that Vernon hasn’t handled,” shared Michael Edwards, regional managing partner of Wilson Elser’s Las Vegas office. “With 15 years working in-house with Tropicana and Caesars Palace and another five years in private practice, Vernon’s experience adds new areas of focus to our Commercial Services practice and expands our Government Affairs practice beyond our Albany and Connecticut offices.”

Nelson is admitted to practice in Nevada, New Jersey, Pennsylvania, California and Arizona. He is a member of the Nevada State Bar Association and its Gaming Law Section, the Clark County Bar Association, the International Association of Gaming Attorneys and the American Inns of Court Foundation.

Committed to giving back the community, Nelson has served as director of Big Brothers Big Sisters of Southern Nevada and “I Have a Dream”® Foundation, Southern Nevada.

Nelson earned his J.D. degree from Seton Hall University School of Law (1993) and graduated from Rider University, cum laude, with his B.S. degree.

About Wilson Elser

Wilson Elser, a full-service and leading defense litigation law firm (www.wilsonelser.com), serves its clients with nearly 800 attorneys in 27 offices in the United States and one in London and through a network of affiliates in key regions globally. Founded in 1978, it ranks among the top 200 law firms identified by The American Lawyer and is included in the top 50 of The National Law Journal’s survey of the nation’s largest law firms. Wilson Elser serves a growing, loyal base of clients with innovative thinking and an in-depth understanding of their respective businesses.

Kaplan Fox & Kilsheimer LLP represented plaintiffs in $99 million settlement subject to court approval with Eva Airways Corp. in In re: Air Cargo Shipping Services Antitrust Litigation, 06-MD-1775 (JG) (VVP), a multi-district litigation pending in the Eastern District of New York.

To date, plaintiffs have entered into settlements with 24 defendant groups totaling $1.04 billion, of which settlements with seventeen defendant groups for $485.5 million have been granted final approval by the court, the firm said in a release.

These settlements are for significant percentages of defendants’ relevant sales of air cargo shipping services to and from the United States. This litigation is still pending against four defendant groups.

Kaplan Fox serves as one of four co-lead counsel representing a class of direct purchasers from defendants of air cargo shipping services for shipments to, from and within the United States seeking compensation for alleged overcharges sustained as a result of a price-fixing conspiracy alleged against over two dozen airlines.

Civil settlements recently have exceeded $260 million in federal litigation stemming from the ongoing U.S. criminal antitrust investigation into auto parts supplier price fixing, reports Automotive News.

U.S. District Judge Marianne Battani gave preliminary approval to a deal for TRW Automotive Holdings Corp. and German affiliate TRW Deutschland Holding GmbH to settle for $8 million with direct purchaser plaintiffs, which are other auto companies who allegedly bought components at colluded prices, the report says.

Since February, Hitachi Automotive Systems Ltd. and Panasonic Corp. have also agreed to pay nearly $83 million combined to settle with dealership and consumer plaintiffs.

Read the story.

General Motors Co. on Thursday named Craig Glidden its new top lawyer, after earlier saying general counsel Michael Milikin would retire in July, reports The Detroit News.

Glidden’s appointment will be effective March 1.

The position puts him at the head of a team of staff attorneys who are integrated into all of GM’s regional and functional teams in more than 30 countries.

“The legal job is highly important to the Detroit automaker as it faces investigations by the U.S. Justice Department, 49 state attorneys general, the U.S. Securities and Exchange Commission and Canadian officials,” The News reports. “It also faces hundreds of lawsuits tied to the ignition switch defect.”

Read the story.

In an agreement Tuesday that settled an 11-year-old deal gone awry, Boston Scientific agreed to pay Johnson & Johnson $600 million, an amount far less than the more than $7 billion in damages that Johnson & Johnson sought in relation to its botched acquisition of Guidant, a medical device company, in 2004, reports The New York Times.

The case resurfaced last year after nearly a decade of inaction on the issue with Johnson & Johnson suing the smaller Boston Scientific, seeking damages that would have equaled nearly half of Boston’s Scientific’s market value.

The Times says the legal wrangling dates back to 2004, when Johnson & Johnson agreed to acquire Guidant for $25.4 billion.

Read the story.

The national law firm of Quarles & Brady LLP has announced that the firm’s Franchise & Distribution Team has launched Franchise Law Insider, a blog that provides news and legal developments in franchise law. This blog will keep franchisors and franchisees aware of current news and events in this area.

“Our clients look to us regarding representation and litigation involving their franchise operations,” said Daniel M. Janssen, chair of the Franchise & Distribution Team. “Our Quarles & Brady attorneys provide counsel regarding transactional and regulatory matters, to franchisors of all sizes and in all industries. This blog will serve as another way by which we can help businesses flourish.”

Andy Beilfuss, partner and regular contributor to the blog said, “Franchise Law Insider will discuss trending industry news and topics that will be helpful to franchisors and franchisees. We are very excited about this opportunity to keep our clients abreast of contemporary business issues in the field.”

The franchise team is engaged in domestic and international franchising and distribution matters. This blog, housed on LexBlog, will allow clients to get a quick snapshot of what they need to know and what questions they should ask their legal counsel. To subscribe to the blog and get the latest information, visit http://franchiselawinsider.quarles.com/.

About Quarles & Brady LLP

Quarles & Brady is a full-service law firm with more than 475 attorneys offering an array of legal services to corporate and individual clients that range from small entrepreneurial businesses to Fortune 100 companies, with practice focuses in health care and life sciences, business law, data privacy and security, and complex litigation. The firm has offices in Chicago; Indianapolis; Madison; Milwaukee; Naples, Florida; Phoenix; Scottsdale; Tampa; Tucson; and Washington, D.C. Additional information can be found online at quarles.com, as well as on Twitter, LinkedIn, and Facebook.

A group of franchise business operators launched a coalition to lobby Congress in an ongoing battle to prevent franchisors from being considered “joint employers” with franchisees, reports Nation’s Restaurant News.

The Coalition to Save Local Businesses was created with support from the International Franchise Association, or IFA, which has been at the forefront of attempts to prevent a shift in the joint-employer definition by the National Labor Relations Board.

The report says that coalition leaders, as a first step, plan to educate lawmakers on how a shift of the joint-employer definition would impact franchise business owners.

Read the story.

The International Association for Contracts and Commercial Management (IACCM) is updating its largest benchmarking study to help participants learn where their organization stands, relative to others. Participants who complete the survey will get access to results 60 days prior to publication and are invited to a series of webinars to delve into the findings.

The benchmark study is divided into three surveys that examine companies’ Contract & Commercial Management Performance Measures, Primary Activities and Value Proposition.

Access part one: Performance Measurement directly here: www.iaccm.com/services/research/survey/?id=84

For part two, Primary Areas of Activity, and part three, Value Proposition, go to www.iaccm.com/research. This survey looks at headcount, contract complexity, measurements used to gauge both individual and functional performance and a range of efficiency indicators (e.g. cycle times, number of contracts per professional etc.).

“Benchmarking enables you to assess current performance and to make a business case for investment or improvement,” said an IACCM spokesman. “Increasingly, executives expect every function to have ready access to reliable external benchmarks and in the field of contract and commercial management, IACCM is the only reliable source.”

Participate in the survey through the links above.

Winston & Strawn presented “Recent Trends and Legal Developments You Should Consider in 2015: Part I – Mergers & Acquisitions,” as part of the Real Deal Webinar series. The webinar now is available for free viewing on-demand.

The event covers current trends, challenges, and legal topics pertinent to M&A and securities professionals.

On its website, the firm says the 2014 market for M&A deals in the U.S. was robust, with the year having the most active deal flow since the 2008 financial collapse. And 2015 seems to be off to an equally strong start. Winston & Strawn corporate partners Oscar David, Rob Rawn, and Mitch Moetell led this webinar series and provided a look back at important developments in 2014 and an overview of possible M&A trends in 2015.

Watch the on-demand webinar.

FCC Chairman Tom Wheeler’s statement was last week supporting net neutrality was improbable, reports The Daily Beast, and it was a political miracle.

The chairman’s proposal, which will be voted on by the full five-member commission on Feb. 26, bans broadband companies from discriminating between different content providers based on who can pay. The rule could protect the Internet from a world in which there are slow lanes for poor content providers and fast lanes for rich ones.

Wheeler’s statement represents a reversal from his earlier stance. He was forced to reverse his course because of an explosion of the type of decentralized political power that even the most powerful Washington lobbies cannot beat, according to the report.

Read the story.

General Motors top lawyer has deferred his retirement to July because the company has not yet found his successor, according to a filing last week with the U.S. Securities & Exchange Commission, reports The Detroit Free Press.

Mike Millikin, the automaker’s general counsel who came under fire during last year’s Congressional hearings on GM’s recall of defective ignition switches, planned to retire early this year. But the company said in its announcement last October that the 66-year-old would remain until a replacement was found.

Millikin joined GM in 1977 and served as its top lawyer for the last five years, The Free Press reports.

Read the story.

ReposiTrak has posted a free on-demand webinar on Walmart’s 2014 settlement of 23 cases in the wake of the Jensen Farms class action litigation due to an outbreak of listeriosis linked to cantaloupes.

Walmart’s play that day in court sets precedent that retailers now may be viewed as stepping into the shoes of the manufacturer and are now on the hook when things go wrong in the supply chain, ReposiTrak says on its website.

This webinar discusses this precedent setting settlement and what a retailer or wholesaler can do to protect brand and reduce liability.

Watch the on-demand webinar.

The U.S. Supreme Court on Jan. 20 declined to take up a challenge by retailers to the Federal Reserve’s controversial rules for debit card “swipe fees,” according to a Reuters report.

Businesses pay the fees to banks when customers use debit cards to purchase goods or services. The fees reimburse banks for costs involved in offering debit cards.

Reuters says the high court’s rejection of the appeal means a March 2014 ruling by the U.S. Court of Appeals for the District of Columbia Circuit that upheld the rules stays intact.

Read the story.

Thomas Sabatino

Walgreens Boots Alliance top attorney Thomas Sabatino is the latest executive to leave the company, according to a report in The Chicago Tribune.

Sabatino will join Hertz Global Holdings as senior executive vice president, chief administrative officer and general counsel starting Feb. 9.

“Sabatino had been general counsel for the former Walgreen Co. since 2011 and chief administrative officer since last year,” The Tribune reports. “He will remain with the company until the end of January, a month after Walgreen’s acquisition of Alliance Boots closed Dec. 31 and formed holding company Walgreens Boots Alliance.”

Read the story.