Section Newsletters

Articles on Corporate Law

Letter from the editor Corporate Law Departments, January 2001 We are still looking for readers who would like to contribute articles for publication. This is a great opportunity for our members to get involved in the ISBA and specifically the Corporate Law Departments Section.
New laws affect the transfer of information across the Atlantic By Bart Lazar & Inna Tsimerman Corporate Law Departments, January 2001 Multinational companies that transfer personal data on citizens or residents of the European Union (EU) to the United States must protect those individual's privacy rights.
Pro bono opportunities for corporate lawyers expands Corporate Law Departments, January 2001 In August of 1999, the leaders of the ISBA Corporate Law Departments Section adopted the Food Stamp Pro Bono Advocacy Project through the Legal Assistance Foundation of Metropolitan Chicago (LAFMC).
Regulation FD: The SEC’s new selective disclosure rule takes effect By Patrick Rondeau & Jonathan Wolfman Corporate Law Departments, January 2001 Regulation FD was adopted by the Securities and Exchange Commission on August 10, 2000 and took effect on October 23, 2000.
A review of the Corporate Law Departments Section’s Fall Dinner Program Corporate Law Departments, January 2001 The CLD Fall Dinner Program provided an unusual opportunity for members of the Corporate Law Departments Section to interact with the Chicago Bar Association's Corporate Counsel Committee and with the general counsels or chief legal officers (CLOs) of five Chicago area organizations.
California Supreme Court approves mandatory predispute agreements to arbitrate statutory and other employment discrimination disputes By Michael L. Wolframi & Matthew J. Saley Corporate Law Departments, December 2000 In a broad endorsement of predispute agreements to arbitrate employment claims, the California Supreme Court ruled in Armendariz v. Foundation Health Psychcare Services, Inc. that antidiscrimination claims brought under the California Fair Employment and Housing Act (FEHA) are arbitrable pursuant to a mandatory predispute arbitration agreement if the arbitration agreement permits an employee to vindicate his or her statutory rights.
Crisis communications: A mathematical formula for killing rumors By Helio Fred Garcia Corporate Law Departments, December 2000 Every organization, whether a law firm, a corporation, a non-profit, or government, at some time or other faces a crisis that includes rumors.
Letter from the editor Corporate Law Departments, December 2000 Welcome to the sixth edition of the Corporate Lawyer for the 2000-2001 bar year. I want to once again remind you that it is still not too late to sign up for the Corporate Law Department's January CLE program "Corporate Compliance/Voluntary Disclosure."
A review of recent discrimination cases in the Seventh Circuit: welcome to the real world, plaintiffs! By Jeffrey D. Lester Corporate Law Departments, December 2000 This article briefly looks at three recent civil rights cases affecting the corporate lawyer in her capacity as an employment lawyer.
Seventh Circuit addresses diversity jurisdiction when defendant is a member corporation By Michael Todd Scott Corporate Law Departments, December 2000 In CCC Info. Services, Inc. v. American Salvage Pool Association (ASPA), Nos. 99-3393 & 99-3565 (7th Cir. Sept. 22, 2000) the court addressed the issue of diversity jurisdiction over member corporations.
10th Circuit explains Kolstad requirements for defending Title VII actions in Cadena v. The Pacesetter Corporation, (10th Cir. 2000) By Michael Todd Scott Corporate Law Departments, November 2000 In July 1996, Pacesetter, a home improvement company which sells windows, siding, doors, and cabinets, hired Cadena to work as a telemarketer.
Corporate compliance/voluntary disclosure or “how to keep your corporate board and officers out of jail and reduce civil judgment exposure” Corporate Law Departments, November 2000 Illinois State Bar Association Corporate Law Departments ("CLD") Section and American Corporate Counsel Association Chicago Chapter ("ACCA") Continuing Legal Education Program Where: The Drake Hotel, 140 E. Walton Pl., Chicago, IL, When: Friday January 19, 2001. 7:45am - 4:30pm Cost: Prior to October 31, 2000: $120 per person for non-ISBA or non-ACCA members
Ninth Circuit rules that government attorneys can speak ex parte with employees of represented companies when the employee initiates the communications. By Michael Todd Scott Corporate Law Departments, November 2000   In USA v TALAO, (9th Cir., Aug. 23, 2000), Talao owed a construction company (SLGC). In 1996, several of SLGC employees filed a complaint with the U.S. DOL alleging that SLGC did not pay the prevailing wage, required them to kickback a portion of their wages, and made false statements to the government regarding the wages earned and hours worked by the employees.
UCITA is coming! UCITA is coming! (One if by land, two if by C) By Eugene F. Friedman Corporate Law Departments, November 2000 The Illinois General Assembly has recently witnessed the introduction of the Uniform Computer Information Transfer Act ("UCITA"), 1999 Illinois Senate Bill 1309.
D.C. circuit strikes down U.S. EPA’s periodic monitoring guidance By Eric E. Boyd Corporate Law Departments, October 2000   In Appalachian Power Company, et al. v. EPA, the U.S. Court of Appeals for the D.C. Circuit struck down the U.S. EPA's periodic monitoring guidance. The court found that the Agency promulgated the guidance without following proper rulemaking requirements.
Does UPL by in-house counsel really waiver the attorney-client privilege? Corporate Law Departments, October 2000   In the June 2000 issue of The Corporate Lawyer, we ran an article entitledUnauthorized Practice of Law and In-house Counsel. That article stated that "many in-house counsel are grappling with the fear that engaging in the unauthorized practice of law may put their client at risk of losing attorney-client privilege arguments during litigation."
Illinois expands admissibility for expert testimony on causation By Dixie Lee Peterson Corporate Law Departments, October 2000 Four families sued Central Illinois Public Service Corporation in Illinois state court for nuisance and negligence. After an extended trial, the jury awarded the families a total of $3.2 million to compensate them for their small children developing a cancerous condition known as neuroblastoma.
Ninth Circuit Court of Appeals holds California district court has specific jurisdiction because defendant invoked NSI’s dispute resolution process against California corporation. By Michael Todd Scott Corporate Law Departments, October 2000   On August 18, 2000 the Ninth Circuit decided the case of Bancroft & Masters, Inc. v. Augusta National Inc. Plaintiff, Bancroft & Masters, Inc. (hereinafter "B&M"), is a California company that sells computer products and services in California.
Citizens’ suits are alive and well By Dixie Lee Peterson & Thomas D. Dupo Corporate Law Departments, September 2000 Until 1972, water pollution was regulated by looking at the quality of the receiving stream, not the source of the discharges. In enacting the Clean Water Act ("CWA"), Congress shifted the focus from water quality standards to direct limitations on the discharge of pollutants into the receiving waters.
Electronic signatures: John Hancock won’t be forgotten anytime soon By Jon Wallack & Eric Handler Corporate Law Departments, September 2000 Will your children know the name John Hancock? Ever since he signed the Declaration of Independence, Hancock's name has been synonymous with ink signatures.
Report from the chair Corporate Law Departments, September 2000 The planning for the CLD's January, 2001 Corporate Compliance CLE has been completed and the advertising has started (http://www.isba.org/Sections/Corplaw/cld.html).
Workplace violence—practical and legal issues and answers By Seyfarth Shaw Corporate Law Departments, September 2000 You are the Human Resources vice president for your company. A division manager reports that an employee on the first shift has been acting very strangely and recently threatened to "blow his supervisor away."
The darker side of corporate compliance programs: A wolf in sheep’s clothing? By Jim McGrath Corporate Law Departments, August 2000 The federal sentencing guidelines provide reduced sentences for corporations with effective corporate compliance programs.
Federal ADEA litigation just became easier for the petitioner under Reeves v. Sanderson Plumbing, Inc.: prima facie case plus pretext usually wins By Jeffrey D. Lester Corporate Law Departments, August 2000 A recent Supreme Court unanimously agreed that direct evidence of age discrimination in addition to proving pretext on the part of the employer is not necessary to sustain a claim of discrimination in a disciplinary firing, at least not in reference to the Age Discrimination in Employment Act of 1967 (ADEA).
An in-house counsel’s guide to the destruction of records By Michael Todd Scott Corporate Law Departments, July 2000 Every business has information that requires destruction. Some of this information is confidential and would be of interest to competitors, such as customer lists, price lists, sales statistics, drafts of bids and correspondence.
Subject index to substantive articles in Volumes 36 and 37 of The Corporate Lawyer Corporate Law Departments, July 2000 Benefits Meeting the challenge of cash balance pension transactions By Eric Lofgren and Kyle Brown, Vol. 37, No. 3 (Dec. 1999) Supreme Court rules in COBRA case involving dual coverage By Kathleen S. Rosenow, Vol. 36, No. 1 (Oct. 1998) Civil procedure and evidence Seventh Circuit holds that an employee can be liable for a corporation's discovery abuse By Michael Todd Scott, Vol. 37, No. 3 (Dec. 1999)
U.S. Supreme Court rules that blanket primary elections are unconstitutional By Michael Todd Scott Corporate Law Departments, July 2000 In 1996, California votes adopted Proposition 198 which changed the State's partisan primary election from a "closed" primary to a "blanket" primary.
The Complete Guide to Mergers and Acquisitions Corporate Law Departments, June 2000 Although there are a record number of mergers and acquisitions taking place, far too many fall short of their financial and strategic goals.
Letter from the editor Corporate Law Departments, June 2000   Have you ever wanted to be a published writer? If so, The Corporate Lawyerhas the perfect opportunity for you. We are looking for people interested in writing articles for future issues of The Corporate Lawyer.
Merger integration: the ultimate change-management challenge By Timothy Galpin & Mark Herndon Corporate Law Departments, June 2000 After a long string of twelve- to fifteen-hour days, at the depths of a merger integration process, the executive leading the project confided in us: "This is quite possibly the most complex 'simple' process I've ever seen."

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