Confidentiality may be harder to keep

Article Abstract:

The disclosure of privileged corporate documents to a government agency may have the legal effect of making them public. This is the result of the 3d Circuit Court of Appeals decision in Westinghouse Electric Corp v Republic of the Philippines, in which the Philippine government successfully obtained Westinghouse documents divulged to the US government. To guard against privileged information shared with government agencies becoming public, corporate counsel should take steps to preserve attorney-client privilege, assert the work product doctrine, clarify disclosure terms with agencies, create a special disclosure document, and limit disclosure of privileged documents.

Column, Corporate counsel, Confidential communications, Attorney-client privilege

---

An earnout - in which part of the purchase price is contingent on performance objectives - can rescue a stalled merger

Article Abstract:

Earnouts, arrangements under which part of the purchase price depends on the reaching of financial or other performance goals after the closing of the deal, may provide the needed push to stalled merger and acquisition negotiations. Earnouts have usually been typical of small, private-company deals but have recently moved to larger ones involving public companies. This trend is due to both the growth in corporate mergers and to growing acceptance of using earnouts in public deals. Earnout provisions should be drafted carefully when they are used.

Acquisitions and mergers

---

Institutional investors under the securities litigation reform act should think twice about taking a back seat in class actions

Article Abstract:

Changes effected by the Private Securities Litigation Reform Act of 1995 mean that institutional shareholders may want to take part in securities class actions, not remain on the sidelines during shareholder suits as they did before. After receiving notice and the decision of a litigation monitoring committee that a claim might have merit, institutional shareholders may now feel a fiduciary duty to become involved in an action.

Class actions (Civil procedure), Class action lawsuits, Securities fraud

Similar abstracts:

• Abstracts: Environmental justice without borders: the need for an international court of the environment to protect fundamental environmental rights
• Abstracts: For in-house counsel, serving two masters raises ethical issues; what are the constraints on multiple representation?
• Abstracts: Court sides with lawyer on expenses; Ninth Circuit says deductions are permissible in some contingency-fee cases
• Abstracts: Court's waste-test order helps lenders. Circuit courts split on scope of FIFRA. Cases split on medical-device claim pre-emption; courts differ in applying the test set out in 'Medtronic' to decide if U.S. law pre-empts tort claims
• Abstracts: Noriega: were the previews more lively? Falling rates threaten IOLTA. Raveling the web of BCCI

This website is not affiliated with document authors or copyright owners. This page is provided for informational purposes only. Unintentional errors are possible.