Reg FD proposal

The New York Times has noted Sun's position that the SEC should allow disclosure via Internet, as I previously noted just below.

H/T Professor Bainbridge.

Permitting Corporate Disclosures via this Newfangled Internet thingee

Sun Microsystems thinks that SEC governed material disclosures should be allowed in forums other than conference calls and formal press releases, like on the CEO's blog. And Sun CEO Jonathan Schwartz and General Counsel Mike Dillon decided to do something about it.

It still seems to me that an announcement must be made in a more traditional forum, perhaps the way you announce the upcoming conference call. After all, we certainly don't want public companies making their important disclosures on some publicly available blog that is really only read by insiders.

But it's a problem easily solved. In the meantime, the slow cogs of government must grind their way to the answer.

Contract Drafting

I've written here before about some drafting issues, particular my dismay that very smart lawyers and good drafters have no idea how to use which and that. And this can be a problem because one is merely descriptive and one is actually limiting.

So, I just ran across this blog by a Ken Adams, who teaches at UPenn law and apparently has a speaking/seminar business. Good stuff, where he suggests dumping boiler plate (like the typical successors and assigns provisions) and looks at the phrase "in form and substance." Now, maybe one day he'll address "in respect of", which is used an awful lot and doesn't really seem to be any better than the alternatives.

Controlling Revlon

So, how do you define Controlling Shareholder for purposes of determining if the Revlon duites apply - as opposed to determining if the duty of loyalty is compromised thereby invoking the Enhance Fairness Test?

Ignore those Comments

Well, I've been the unfortunate victim of blog spam. What a bunch of losers. Never fear, I have a list of businesses to never patronize. So, if you wish to comment, you gotta log in.

Now, back to this damn Operating Agreement and restricted profits interests.

PUNCTIATION AND GRAMMAR

Why do so many lawyers get it wrong?

Why don't lawyers use the final serial comma. For instance, in the phrase "negotiation, preparation, execution and delivery", why is there no comma after execution?

Why can't lawyers get the difference between which and that straight - especially considering that one is limiting and one is not?

KATRINA

I'm not in one of those multi-office 500-lawyer firms, but a smaller 60 person operation in the upper southeast. My firm is matching and doubling all contributions of the attorneys and staff. How about yours?