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December 05, 2013
Publication
随着全球化的发展，许多中国公司已经成功收购或控股相当数量的美国企业。但也有一些中国公司尽管认为持有美国企业的股权会为其带来有价值的收益，由于种种原因不能或不愿获得美国企业的控股权。这其中的原因有很多，例如现有持股人不愿意出售其控股股权、中国公司更愿意现有的控股人继续管理企业、获得控制权需要的高成本以及中国公司不愿为获得控制权而投入大量资金等等。这时，中国公司还可以选择成为美国企业的小股东，但是许多中国公司高管并不愿意这么做。因为他们认为企业的小股东无法得到充分保护，他们的投资或预期目标也会因此受到损害。本文旨在讨论中国公司如何通过合理筹划和有经验的美国律师协助，解决中国公司高管担忧的问题，使在美国企业的少数股权投资成为可接受的交易模式。当然，无论是对美国企业进行多数股权或是少数股权的投资，前提必须是对中国企业具有商业价值的
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December 05, 2013
Publication - Family Law
As soon as the calendar turns to December we’re bombarded with all things holiday. From advertisements, to recipes, to school events and water cooler chatter, we just cannot escape the frenzy of this supposedly joyous time of year. However, for those going through a divorce, the holiday season may be more depressing than delightful. Family traditions are altered, children are struggling, and finances are often tight.
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December 04, 2013
Publication - Tax
A divided panel of the Commonwealth Court affirmed a decision below that taxpayers were entitled to credits for overpaid Philadelphia Business Privilege Tax, notwithstanding a three-year limit on the refund of taxes. City of Philadelphia v. City of Philadelphia Tax Review Board ex rel. Keystone Healthplan East, Inc., No. 97 C.D. 2013 (Pa Commw. Nov. 18, 2013).
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December 04, 2013
Publication
In September 2009, when the FBI had arrested Sergey Aleynikov for allegedly stealing proprietary trading codes from Goldman Sachs, the financial powerhouse probably did not expect, as a purported victim, to pay him to defend against the criminal charges. However, last month a New Jersey federal judge held that Aleynikov, a programmer at a Goldman subsidiary for less than two years, could be considered an officer by virtue of his vice president title and that the company's bylaws required it to advance his attorney fees. The ongoing dispute over the costs of Aleynikov's defense against federal and state charges arising from his alleged theft demonstrates the importance of careful drafting of the advancement and indemnification provisions of corporate bylaws.
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December 04, 2013
Publication - Tax
A panel of the Commonwealth Court reversed and remanded for further findings several assessments determined by a trial court. In re appeal of Harley-Davidson Motor Company, No. 159 C.D. 2013 (Pa Commw. Oct. 30, 2013). The property was approximately 229 acres formerly used for the manufacture of munitions and certain other industrial activities. The property had significant continuing environmental problems. The Commonwealth Court reversed for several reasons.
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December 01, 2013
Publication
Consider the following scenario: You have been retained in a personal injury case and your opponent has hired a medical expert to testify at trial. In response to a discovery request seeking materials from the expert’s file, your opponent turns over certain documents but withholds “letters and emails” exchanged with the expert. The basis for this nondisclosure is that the correspondence is protected “attorney work product.”
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November 27, 2013
Publication
In a whistleblower suit brought by a former athletic director, a New Jersey Appellate court recently held that a basketball coach’s disclosure to the NCAA of an email to the university’s counsel did not waive the university’s attorney-client privilege. See Hedden v. Kean University, No. A-4999-12T2 (N.J. App. Div. Oct. 24, 2013).
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November 27, 2013
Publication
When is insurance not insurance? According to both Merriam-Webster and Black's Law Dictionary, insurance is a "contract whereby one party undertakes to indemnify or guarantee another against loss by a specified contingency or peril." Under that definition, "insurance" would include surety agreements, where one party agrees to indemnify another party if a third party defaults on a debt or fails to perform on a contract. But not so fast. A recent Pennsylvania federal court decision dismissed a bad-faith claim against a surety, finding that a surety bond is not "insurance" in Upper Pottsgrove Township v. International Fidelity Insurance, No. 13-1758 (E.D.Pa. Oct. 2, 2013).
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November 27, 2013
Publication - Employment Litigation, Labor & Employment
Many associate bullying with kids and schools. State laws, educational awareness campaigns and all-too-frequent tragedies focus our attention on the problem of school bullying. Much less attention is paid to workplace bullying. In fact, in telling my school-age child that there are bullies at some workplaces, her response was: “There are no bullies at work. It is just people complaining.” This misconception is common, and unfortunately extends to many employers. As a result, many employers don’t see the need to take a proactive stance against workplace bullying. Even employers who acknowledge the prevalence of bullying in the workplace often see no need to act because currently there are no federal or state laws that expressly make workplace bullying illegal. This inaction, however, can translate into missed opportunities and increased costs.
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November 26, 2013
News
Alton Hall and Tammy Shea, members of Cozen O'Connor's Commercial Litigation Department, recently secured a summary judgment on behalf of Pro Player Funding LLC in the highly publicized case of Vincent Paul Young, Jr. v. Peoples Financial Services et al. The case involved a loan taken out by Vince Young, quarterback for the University of Texas during their 2005 National Championship season, third overall pick in the 2006 NFL draft, and 2006 NFL Offensive Rookie of the Year.
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November 26, 2013
Publication - Tax
A panel of the Commonwealth Court reversed and remanded assessments on a property regarding the impact of obsolescence on the buildings. In re Appeal of Council Rock School District, Appeal of LMC Properties, Inc., No. 354 C.D. 2013 (Pa Commw. Nov. 8, 2013) (unreported). The property consisted of 52 acres and an office, research and industrial center used for research and manufacturing. The court first rejected an argument that the trial court used a value-in-use methodology. The court held that the appraiser upon which the trial court relied did not take into account specialized equipment in the buildings.
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November 25, 2013
News - Subrogation & Recovery - Insurance
Cozen O’Connor is pleased to announce the continued expansion of its internationally recognized Subrogation & Recovery Department with the recent addition of four attorneys. Lawyers who have joined the firm’s Subrogation & Recovery Department in 2013 include Virginia Markovich, member in the New York office; Philip J. Berens, an associate in Los Angeles; Richard J. Maleski, an associate in the Miami office; and Marie-Pier Nadeau, an associate in the Toronto office.
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November 25, 2013
Publication - Professional Liability Insurance Coverage - Insurance
On November 12, 2013, in Quellos Group LLC v. Federal Insurance Company, the Washington Court of Appeals affirmed summary judgment in favor of two excess professional liability insurers because the excess policies “require[d] exhaustion of the underlying liability limits by actual payment by the insurer before excess coverage is triggered ...” even though the insured “filled the gap” by paying the difference between the value of the settlement with the primary carrier and the primary policy's limits. This holding represents the latest in a growing line of cases finding that an insured cannot settle with an underlying insurer for less than policy limits, absorb the difference between the settlement value and the limits, and then trigger excess coverage.
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November 25, 2013
Publication - Products Liability
Does a company expose itself to liability in California when it boasts that its products are the “safest in the business?” The answer will depend on whether courts will consider that statement to be a misleading claim or mere advertising puffery.
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November 25, 2013
News
Ken Fisher, of the New York City office and Real Estate Practice Group, was mentioned in a Capital New York article titled, "Controversial Magnate Pokes Holes in Bloomberg's Styrofoam Ban." The article explains the financed lobbying effort the City Council successfully pushed to alter Michael Bloomberg's bill to ban the use of styrofoam in food establishments.
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November 21, 2013
Publication
Every year millions of Americans attempt to navigate the legal system without the
assistance of a lawyer. For a growing number of citizens, private counsel is unaffordable, free legal services are unavailable and they are forced to represent themselves in civil cases. In fact, each year less than 20 percent of low-income individuals with civil legal problems obtain legal assistance. Yet these legal issues involve the most basic rights that lawyers are sworn to protect, including cases involving but not limited to housing, health care, child custody and protection from abuse.
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November 20, 2013
Publication - Antitrust & Competition, Government & Regulatory, White Collar Defense & Investigations
Recent settlements in civil enforcement proceedings brought by the Office of Foreign Assets Control (OFAC) suggest that cover-ups, not crimes, may invite the stiffest penalties. Frequently, companies that cooperate with OFAC investigations, admit wrongdoing and take remedial actions to prevent future violations escape the enforcement process with mild punishments. Indeed, even companies that eventually cooperate after some initial resistance fare well in OFAC’s administrative enforcement process and often avoid criminal penalties altogether — penalties that, aside from the reputational damage, carry much more severe consequences, including prison time for individuals and massive financial impact.
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November 20, 2013
News
Jennifer Brandt, a member of the firm’s Family Law practice, appeared on Happening Now on Fox News to discuss the arraignment of NYPD Detective Wojciech Braszczok, who was indicted as one of the bikers involved in the SUV-motorcyclist confrontation that happened on the West Side Highway in September.
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November 15, 2013
Publication
According to some estimates, discovery costs account for between 50 and 90 percent of
total litigation costs. Discovery also represents one of the major causes of delay and congestion in the judicial system. Indeed, in many ways, “[discovery] has become the focal point of litigation instead of means to an end.”
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November 15, 2013
News - Government & Regulatory, Health Care & Life Sciences - Health Care & Life Sciences
On November 14, President Obama announced that health insurers will be able to extend existing plans for individuals through 2014 that would have been otherwise cancelled due to changes under the Affordable Care Act. This proposed fix does not guarantee that extensions will be available, but rather allows insurers to offer the extension and for state regulators to approve it.
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