The Contract Clause: Taking Another Look

By: Andrew Homer *| Staff Writer

https://pixabay.com/en/contract-handshake-feather-2098011/

The right to contract and the protection thereof is a fundamental piece of the societal and economic machine that provides prosperity to our country. The Contract Clause of the Constitution (Article I, Section X, Clause I)  states that “[n]o State shall … pass any … Law impairing the Obligation of Contracts … .” In debating this clause at the Constitutional Convention, its proponents argued that it is intended to protect private contracts from legislative actions. Despite this clear purpose, the Contract Clause has not been so clearly interpreted by the Supreme Court.

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How Accepting a Donation Can Have Disastrous Effects

By Christopher Lewis

By Arad [GFDL (http://www.gnu.org/copyleft/fdl.html), CC-BY-SA-3.0 (http://creativecommons.org/licenses/by-sa/3.0/) or CC BY-SA 2.5-2.0-1.0 (https://creativecommons.org/licenses/by-sa/2.5-2.0-1.0)], from Wikimedia Commons

By Arad [GFDL (http://www.gnu.org/copyleft/fdl.html), CC-BY-SA-3.0 (http://creativecommons.org/licenses/by-sa/3.0/) or CC BY-SA 2.5-2.0-1.0 (https://creativecommons.org/licenses/by-sa/2.5-2.0-1.0)], from Wikimedia Commons

In February 2018, the Southern District of New York issued their holding in Zuckerman v. Metropolitan Museum of Art. The plaintiff, Laurel Zuckerman who is the great-grandniece of Paul Leffmann and Administratix of Alice Leffmann’s estate, alleged that Pablo Picasso’s, The Actor, now owned by the Metropolitan Museum of Art in Manhattan, was sold under duress during the height of Adolf Hitler’s reign in Germany. Ms. Zuckerman sought over $100,000,000 in damages and for The Actor to be returned to her family. This lawsuit was dismissed as the district judge found that Ms. Zuckerman could not sufficiently argue that her great-great-uncle was under sufficient duress that would justify returning the painting to her family or allowing for damages. This case is unlikely to be overturned on appeal unless the Second Circuit Court of Appeals widens the claim of duress to include a broader reach into the parties’ motives, however, the claims of duress are not always so easily dismissed. Continue reading »

What Skill Bank of America CEO, Brian Moynihan, Attributes to His Success and Major Pay

By: Yusuf A. Brown *| Staff Writer

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As one of the largest and most successful retail banking franchises, it comes to no surprise that Bank of America (“BOA”) would pay its Chief Executive Officer (“CEO”) the big bucks. In February of 2018, the BOA Board approved its CEO’s, Brian T. Moynihan, 2017 incentive compensation package. This approval will allow Moynihan to enjoy a $3 million increase from 2016 in equity incentive. Although Moynihan continues to receive a relatively modest salary of $1.5 million, he will also receive $21.5 million as an equity incentive, an increase from the $18.5 million he received in 2016.

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Employee Tracking: How to Balance Business Efficiency and the Right to Privacy

By: Christopher Lewis *| Staff Writer

By Rama (Own work) [CeCILL (http://www.cecill.info/licences/Licence_CeCILL_V2-en.html) or CC BY-SA 2.0 fr (https://creativecommons.org/licenses/by-sa/2.0/fr/deed.en)], via Wikimedia Commons

By Rama (Own work) [CeCILL (http://www.cecill.info/licences/Licence_CeCILL_V2-en.html) or CC BY-SA 2.0 fr (https://creativecommons.org/licenses/by-sa/2.0/fr/deed.en)], via Wikimedia Commons

With the advent of new technology, privacy concerns are becoming an increasingly hot topic of debate in many different forms. People across the globe are becoming more cognizant of the personal right to privacy and are working to protect it; however, other factions believe that technological advances and the integration of life and technology are worth the loss in privacy rights. Some believe that it is only a matter of time before we fall into the dystopian worlds that George Orwell and Ray Bradbury, respectfully, espoused in 1984 and Fahrenheit 451. Continue reading »

The Weinstein Company Files Bankruptcy: What is Bankruptcy and What are its Repercussions?

By: Juliana S. Inman *| Staff Writer

https://pixabay.com/en/debt-finance-money-credit-loan-1157824/On Monday, February 26, 2018, the Weinstein Company announced that it will file bankruptcy. Although there were discussions about selling the Company’s assets to an investor group, these discussions fell through shortly after the New York Attorney General’s office filed a lawsuit against the Weinstein Company. This civil rights suit against the Weinstein Company “alleges that Mr. [Harvey] Weinstein sexually harassed and abused women employed by the studio for years,” and further alleges that Mr. Weinstein made verbal threats to kill staff members. The New York Attorney General is seeking an unspecified amount of damages and penalties for victims of the alleged abuse. Despite the fact that Mr. Weinstein and his attorney claim that these allegations are without merit, the Board of Directors of the Weinstein Company felt that it only had one viable option: bankruptcy.

So, what is bankruptcy? Generally speaking, bankruptcy “is a court proceeding in which a judge and court trustee examine the assets and liabilities of individuals and businesses that can’t pay their bills” and make a legally effective decision as to whether to discharge those debts.

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Who Has to Have Some “Skin-in-the-Game”: Circuit Court Exempts CLOs from Dodd-Frank’s Risk-Retention Requirement

By: Yusuf A. Brown *| Staff Writer

Carlos Delgado [CC BY-SA 3.0 (https://creativecommons.org/licenses/by-sa/3.0)], via Wikimedia Commons

Carlos Delgado [CC BY-SA 3.0 (https://creativecommons.org/licenses/by-sa/3.0)], via Wikimedia Commons

In February 2018, the United States Court of Appeals for the District of Columbia Circuit (the “Court”) ruled that a key lender to some of the largest companies should be exempt from Dodd-Frank Wall Street Reform and Consumer Protection Act’s (“Dodd-Frank”) requirement that investment firms hold some of their funds’ risk. Specifically, the Court ruled to exempt Collateralized Loan Obligations (“CLOs”) from compliance with risk-retention regulations.

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O Sears Canada! The Unfortunate Consequences of a Retailer’s Downfall

By: Andrew Homer *| Staff Writer

SimonP at the English language Wikipedia [GFDL (http://www.gnu.org/copyleft/fdl.html) or CC-BY-SA-3.0 (http://creativecommons.org/licenses/by-sa/3.0/)], via Wikimedia Commons

SimonP at the English language Wikipedia [GFDL (http://www.gnu.org/copyleft/fdl.html) or CC-BY-SA-3.0 (http://creativecommons.org/licenses/by-sa/3.0/)], via Wikimedia Commons

The demise of Sears Canada began in 2017. In June of that year, the company signaled a warning that the retailer would have to restructure or seek a buyer. In its first quarter of 2017, Sears Canada had a net loss of $144.4 million up over 50% from its loss of $63.6 million from the corresponding quarter in 2016.

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What the NLRB’s Overturning of Obama Era Employer Liability Rules Means for Employers in the Piedmont

By: Patrick Wilson *| Staff Writer

https://www.goodfreephotos.com

https://www.goodfreephotos.com

Across the board, the Trump administration has moved quickly to roll back existing regulations in its quest to scale back government intrusion into the workplace. In a move that will benefit small business owners in the Piedmont, the National Labor Relations Board (“NLRB”) has lessened the liability a franchise may face for the actions of a staffing or contracting company it utilizes.

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Corporate Buyouts: What Are They and What Do They Accomplish?

By: Juliana S. Inman *| Staff Writer

By LG Electronics [CC BY 2.0 (http://creativecommons.org/licenses/by/2.0)], via Wikimedia Commons

By LG Electronics [CC BY 2.0 (http://creativecommons.org/licenses/by/2.0)], via Wikimedia Commons

On Thursday, February 8, 2018, Qualcomm Technologies, Inc., based in San Diego, California announced that its Board of Directors (“Board”) had unanimously rejected a 121 billion dollar buyout offer from Broadcom Limited. Broadcom’s 121 billion dollar offer was actually a revised offer, which increased the price per share from 70 dollars to 82 dollars. However, this increase was not enough to sway Qualcomm’s Board to accept the offer. The Board decided that Broadcom’s offer “materially undervalue[d]” Qualcomm and “fell short of the firm regulatory commitment the deal would demand, given the significant downside risk of a failed transaction.” Although Qualcomm adamantly rejected this offer, Broadcom remains committed to closing the deal and acquiring Qualcomm, as this acquisition of Qualcomm “would be the technology industry’s biggest-ever takeover, creating a tech giant whose products would be used in nearly all of the world’s smartphones.”

So, what exactly is this thing we call a “buyout”? As the name suggests, one company/corporation “buys out” or purchases some percentage of another company/corporation. When this type of purchase takes place, the acquired, or target company (i.e., the company being purchased) experiences a change of ownership and control. Often, the term “buyout” is used as a very general term to describe what is actually a merger, acquisition, or takeover. For example, in causal day-to-day conversation “buyout” may be used to describe what is actually a “merger”. Legally speaking, a merger occurs when two companies combine to form a single company. Mergers typically occur between “two business that are about the same size and which recognize advantages [that] the other offers in terms of increasing sales, efficiencies, and capabilities.” Furthermore, mergers are often a result of friendly negotiations and mutual agreement between the two companies, and sometimes the two companies become equal partners or stockholders in the “new” company.

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How The Race to Building a Self-Driving Car Became a Legal Battleground

By: Christopher Lewis *| Staff Writer

By Steve Jurvetson (originally posted to Flickr as Hands-free Driving) [CC BY 2.0 (http://creativecommons.org/licenses/by/2.0)], via Wikimedia Commons

By Steve Jurvetson (originally posted to Flickr as Hands-free Driving) [CC BY 2.0 (http://creativecommons.org/licenses/by/2.0)], via Wikimedia Commons

The business world is predominantly focused on profitability and finding new ways to turn a profit; Uber and Waymo share in this focus. In their quest to build a self-driving car, their respective trade secrets are of the utmost importance as, in most contexts, trade secrets provide a powerful tool that when used properly can exponentially grow the profitability of a business. Trade secrets are often hard to quantify, however, particularly when the accused party did not show a bad faith intent to take the information and use it to their advantage. To help decipher this area of the law, there are many different definitions that have been promulgated by various Restatements. One of the most predominant definitions comes from the Uniform Trade Secrets Act, which states that a trade secret exists when two factors are met: the material derives independent economic value from not being readily ascertainable and the material is under reasonable efforts to keep it secret. This gives the general framework that courts will use in examining these trade secret issues.

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