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How are state antitrust laws applied to business conduct? What remedies are available under state law and what defenses may be raised? Find out in this comprehensive guide. State Antitrust Law is organized by substantive area (rather than state by state) so that practitioners can see at a glance how a particular problem is handled around the country. You'll learn how recent appellate rulings have applied state law to various types of anti competitive conduct—monopolization, agreements between competitors, restrictive covenants, supplier-customer agreements, business acquisitions and more.
You'll also read about the interaction of state and federal antitrust laws. Because many states follow federal precedents in construing state law, State Antitrust Law includes concise descriptions of federal antitrust rulings that state courts may consider in resolving antitrust cases. In addition, you'll find a time saving appendix of citations to the principal state antitrust laws.
Book #00583; looseleaf, one volume, 618 pages; published in 1984, updated as needed.
ISBN: 978-1-58852-022-7
There are few, if any, major corporations that do not engage in some level of partnership, joint venture and strategic alliance activity. Partnerships, Joint Ventures & Strategic Alliances will help you dissect any proposed transaction, spot the issues that need to be addressed and achieve a successful outcome. Discussions include: building a successful partnership, joint venture or strategic alliance; choice of entity considerations; fiduciary duties; tax and regulatory issues; exit mechanisms; and the role of lawyers. Leading experts offer their best strategies for negotiating joint ventures and alliances.
Written for anyone with hands-on involvement in negotiating and drafting joint ventures and strategic alliances, this complete reference provides extensive guidance on drafting limited partnership, limited liability company, and nonentity strategic alliance agreements. Detailed chapters examine special issues in: financial services and real estate joint ventures; minority strategic investments; integrating, retaining and providing benefits and incentives to joint venture employees; and intellectual property law considerations. Throughout, you will find time saving checklists, clauses and forms (also provided on CD-ROM) that you can tailor to your own deals.
Book #00616; looseleaf, two volumes, 2,236 pages; published in 1992, revised edition published in 2003, updated as needed. ISBN: 978-1-58852-127-9
Intellectual Property Law: Commercial, Creative, and Industrial Property is a comprehensive four-volume treatise that addresses all major areas of intellectual property (IP) law. It offers in-depth analysis of patents, process patents, trade secrets, copyright—including protection under the Digital Millennium Copyright Act (DMCA)—online copyright and trademark liability, semiconductor chip protection, and database protection. The treatise also explores software and Web publishing issues, parallel imports or gray goods, and unfair competition. This authoritative resource includes coverage including the TRIPs Agreement and the Madrid Protocol, offering comparative analysis between U.S., European, and Asian IP systems. An introductory chapter outlines and contrasts the core categories of IP law, exploring their distinct purposes, legal standards, and how they are interpreted by courts. Each section provides detailed guidance on what types of works or inventions qualify for protection, the rights granted to IP owners, and the limitations of those rights. The treatise also includes a thorough review of infringement standards and the range of legal remedies available such as injunctive relief, monetary damages, import bans, attorneys' fees, and even criminal penalties. It’s an indispensable guide for navigating both domestic and international IP law.
Updated as needed—no extra charge for updates during your subscription.
“Privacy Law has been a valuable resource for the privacy and legal teams at AOL. Charlene Brownlee manages to keep it ‘real' as she lays out both applicable law and strategies for compliance. [It] is often the first place I turn to quickly access the key privacy resources I need to address global privacy issues.” — Jules Polonetsky, Director and Co-chair of the Future of Privacy Forum
Privacy violations can occur at almost any level in an organization, with far-reaching consequences. Privacy Law thoroughly explains the legal obligations and potential liability of those who work with and share private information. It covers current law and emerging issues in depth, offering essential guidance on the privacy policies and practices organizations need to adopt to ensure compliance and the duty to notify employees and customers in the event of privacy breaches.
Beginning with the constitutional foundation of privacy rights, Privacy Law examines the impact of the laws, industry standards and consumer expectations regarding personal information and privacy in a variety of contexts, including: health care, financial institutions, the workplace, international business, e-commerce and corporate transactions.
Privacy officers, compliance officers, attorneys (both in private practice and in-house), record managers, IT staff, human resources and anyone else concerned with the steps that can and should be taken to protect privacy will find this book a constantly helpful resource.
Book #00686; looseleaf, one volume, 870 pages, published in 2006, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-141-5
Learn the “shop secrets” that can help you negotiate the labyrinths of mergers and acquisitions. This masterful resource analyzes the relevant law and provides a strong dose of practice. It includes advice on structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition. The authors, skilled veterans of numerous corporate transactions, provide expert practical guidance, from the planning stages to post-closing.
Negotiated Acquisitions of Companies, Subsidiaries and Divisions is divided into several parts: planning transactions and advising boards; general and special provisions of the acquisitions agreement; and special topics, such as LBOs and troubled companies. You'll find everything from basic corporate, tax and accounting considerations to detailed analysis of representations, warranties, covenants and closing conditions. Novices as well as experienced practitioners will benefit from discussions of: mergers of equals; cash election mergers; fairness opinions; Sarbanes-Oxley; special committees of disinterested directors; intellectual property concerns; due diligence; and much more. You'll also learn about the latest developments, including techniques for handling economic uncertainty and stock market instability.
Book #00617; looseleaf, two volumes, 1,656 pages; published in 1992, updated as needed.
ISBN: 978-1-58852-056-2
Class Actions: The Law of 50 States is a vital, up-to-date guide for maneuvering through the intricate realm of class action litigation. It provides a comprehensive strategy for the complete class action process, from pinpointing possible class actions to successfully resolving a case. This resource includes important aspects like establishing ex parte class certification, performing pre-certification discovery, choosing a suitable class representative, and drafting the required pleadings and motions. It additionally tackles how to address counterclaims, fulfill certification prerequisites, and oversee class notice procedures. A crucial aspect of this resource is its examination of the Supreme Court's ruling in Rent-A-Center v. Jackson, which carries important consequences for upcoming class action lawsuits. Furthermore, it investigates the advantages and drawbacks of noncash settlements, the intricacies of settlement agreements, and tactics for addressing issues related to aggregation, distribution of settlement coupons. Attorneys will discover useful perspectives to steer clear of frequent traps, especially regarding class counsel fees and the comprehensive administration of class actions.
Updated as needed—no extra charge for updates during your subscription.
RICO: Civil and Criminal Law and Strategy is a practical guide to all aspects of RICO litigation. It provides a fundamental grounding in substantive RICO law and focuses on strategic and tactical considerations of RICO practice. Especially valuable discussions provide the latest techniques for representing either side of the issue.
This definitive treatise deals with unresolved issues including: the four-year statute of limitations; due process; the evolving definitions of “pattern” and “enterprise”; determination of predicate acts, including mail, wire and securities fraud; potential applications of RICO in commercial fraud; causation, injury and scope of damages; pretrial seizure of assets and forfeiture of assets; criminal “mega-trials”; parallel proceedings and collateral consequences; and government civil RICO. The book also keeps you up to date on Supreme Court cases and the latest judicial interpretations of many important issues, including the survival of RICO actions after death.
Book #00609; looseleaf, one volume, 952 pages; published in 1989, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-048-7.
This comprehensive deskbook provides a thorough overview of the due diligence process, offering essential guidance for attorneys, legal assistants, and other professionals involved in business transactions. It covers the key components of a due diligence investigation, including the roles of team members, how to minimize liability risks for incomplete or inadequate due diligence, and what the courts expect regarding “adequate due diligence” under federal securities laws. This explains how to document the investigation effectively through a “data trail” and shares strategies for uncovering more comprehensive information. Special attention is given to the nuances of international and intellectual property due diligence, along with how these processes vary based on the type of company involved. The text includes detailed discussions on environmental issues, real property, debt instruments, employee benefits, insurance, and liability coverage. Additionally, it addresses the growing importance of national security concerns in due diligence. With over 100 forms and checklists, the book offers practical tools and resources for professionals. It also examines the relevant case law and statutes, providing insight into best practices and potential pitfalls during each phase of the due diligence process.
Updated as needed—no extra charge for updates during your subscription.
The classic in its field! This seven-volume analytical and reference work reflects the current climate for takeover activity and defense. Takeovers & Freezeouts addresses important developments concerning such topics as: Sarbanes-Oxley; reducing vulnerability to hostile takeovers; specific responses to overtures and takeover bids; proxy fights and institutional activism; premerger notification under Hart-Scott-Rodino; state regulation of tender offers; tax, accounting and ERISA considerations; antitrust issues; and takeovers and mergers in the banking industry.
You'll get expert strategic guidance on improving your negotiating leverage in converting hostile takeovers into friendly deals. The authors provide extensive documentation on acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.
Book #00551; looseleaf, seven volumes, 8,536 pages; published in 1978, updated as needed.
ISBN: 978-1-58852-005-0
Real Estate Financing contains over 40 deal-specific forms and checklists online, covering everything from complex loan workouts to simple residential closings. The forms include information about each term and how it can be modified, with separate variations for lenders, borrowers or other parties. A “Data Input Sheet” lets you use the forms with widely available software and can serve as a “term sheet” for the transaction. The accompanying volume provides explanations of the issues along with the guidance you need to draft working documents quickly.
Real Estate Financing includes: checklists for loan modifications; wraparound mortgage loans; subordinations; loans secured by condos, co-ops and time shares; sale-leasebacks; contingent interests; securitizations; deeds in lieu and consensual foreclosures; participations; installment sales; sales of mortgage loans; and much more. The checklists highlight “deal” terms, flag risks and hot issues, and direct users, through cross-references, to alternative approaches and analysis. Standards issued by ratings agencies for securitized loans are discussed in detail, as are the EPA and ASTM standards for Phase I environmental reports and the best Web sites for forms and drafting requirements.
Book #00639; looseleaf, one volume, 1,550 pages; published in 1997, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-076-0.
The Executive Compensation is an invaluable resource for those navigating the complex world of executive pay structures. Serving as both a guide and a comprehensive reference, this helps corporate executives, human resource managers, and legal professionals understand the latest regulations and practices that influence executive compensation packages. The Complete Guide to Executive Compensation addresses the most important issues such as deferred compensation, ERISA obligations, equity-based compensation, and compensation committee roles. It provides in-depth information on the legal aspects, including SEC rules under Section 16(b) and disclosures for public companies. This also covers critical areas such as compensation for outside directors, foreign employees, and non-profit organizations. By offering expert insights on deferred compensation funding mechanisms, change of control arrangements, and tax policies, the book helps decision-makers make informed, strategic choices. Either managing compensation programs or advising on financial arrangements, this guide equips you with the knowledge to navigate the intricate landscape of executive pay, ensuring compliance and maximizing value for both organizations and executives.
Updated as needed—no extra charge for updates during your subscription.
Traditionally, “boilerplate” refers to the standardized, “one size fits all” provisions that generally appear at the end of a contract, including choice of law, notice, arbitration, force majeure and assignments. Lawyers often take these provisions for granted, forgetting that significant business and legal issues lurk within them. Prudent lawyers carefully examine and tailor these provisions to meet the needs of individual transactions.
Negotiating and Drafting Contract Boilerplate book and CD educates lawyers and business professionals on the underlying rationale and importance of boilerplate language. Each chapter tackles a different contractual provision, over twenty in all, and analyzes why it is important, what the key legal and business issues are, what is negotiable and what is not, and how best to draft the provision to suit a particular transaction. This best-selling book will give you a competitive edge—and a new understanding and appreciation of language you've seen countless times.
Book #ALM11; softcover, one volume, 675 pages and one CD-ROM; published in 2003.
ISBN: 978-1-58852-105-7
With corporate criminal prosecutions on the rise, the potential impact of corporate fines and sanctions looms over corporate officers and directors and their legal advisors. Corporate Criminal Liability and Prevention provides essential guidance on all aspects of this critical area—the sources of corporate criminal liability, the immediate and collateral consequences of conviction, and the available defenses to, and limitations on, liability.
This thoroughly up-to-date guide also examines current prosecutorial discretion standards, amnesties and sentencing guidelines. It instructs corporate counsel on how to adopt forward-looking compliance policies that can prevent criminal liability and how to mitigate the severity of penalties when they are unavoidable.
Corporate Criminal Liability and Prevention is a comprehensive work, providing both substantive analysis of the law and strategic advice for practitioners. Whether you are handling a corporate criminal case or advising a corporation on how to avoid one, this book will help you give your clients clear guidance on the best strategies and compliance policies in light of the latest legal developments.
Book #00676; looseleaf, one volume, 1,550 pages; published in 2004, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-125-5
White collar crime continues to make headlines. But many cases that may not make the headlines are just as important to you and your clients.
In White Collar Crime: Business and Regulatory Offenses, Otto G. Obermaier and Robert G. Morvillo have gathered a prestigious group of authors to counsel you on: criminal tax cases; securities fraud; RICO; mail and wire fraud; banking crimes; criminal antitrust actions; bribery and extortion; conspiracy; entrapment and government overreaching; government contract fraud; grand jury practice; perjury and false declarations; and general principles governing the criminal liability of corporations, their employees and officers.
White Collar Crime: Business and Regulatory Offenses also features a discussion of computer crime, including provisions of the Electronic Communications Privacy Act and the creation of Computer Hacking and Intellectual Property Squads designed to combat copyright theft, computer fraud and hacking. There is also valuable information on forfeiture; the Computer Fraud and Abuse Act; and the Supreme Court's interpretation of the standard of “gross proportionality” as it applies to violations of the Eighth Amendment's “excessive fines” clause.
Book #00610; looseleaf, two volumes, 1,790 pages; published in 1990, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-049-4