Siebel in Reg FD Trouble Again —
What Were They Thinking?
June 30, 2004
You probably saw in the business news that Siebel Systems has gotten itself into Regulation FD (Fair Disclosure) trouble again. See the Securities Litigation Watch for a trenchant summary, along with links to the primary SEC documents. My own take on it is in the extended post.
Contracts: Are Fewer Physical Pages Better?
June 29, 2004
From a paper I co-authored for an American Corporate Counsel Association panel discussion:
16. The fewer physical pages a contract has, the more aesthetically acceptable it will be to your management and to the other side. This is true even if you crowd in a lot of text with a small font. (Micro-soft’s contracts are usually done in 9-point Times Roman, a fairly small font.)
Any thoughts? If you had to review a contract, would you rather read 5 or 6 pages of fairly dense type? Or a dozen pages of a more-open layout?
New Series: Pointers for New In-House Counsel
(from an ACCA paper)
June 29, 2004
I’ve done a lot of bar-association CLE presentations [continuing legal education] over the years. One of my favorites was at the 2001 annual meeting of the American Corporate Counsel Association (now the Association of Corporate Counsel). My friend Bob Robinson and I did a panel discussion on “Ten Things I’m Glad I Knew — or Wish I’d Known — My First Year as General Counsel.” Based on audience feedback results, in 2002 we were invited back to reprise the panel as one of the “Best of the 2001 Meeting,” which we did with colleague (Ms.) Randy Segal..
Bob and I prepared a paper to be published as part of the course materials. It actually contained 250 pointers, not just the 10 mentioned in the presentation title. An edited version of the 2001 paper was also published as the lead article in the November-December 2001 issue of the ACCA Docket. (The ACCA Docket is a must-read resource for in-house counsel; it’s accessible on-line to ACCA members only.) The 2002 version of the paper grew to more than 300 pointers.
Bob’s and my original intent was to post the paper on the Web an open-source document to which other lawyers could contribute over time. Unfortunately we, meaning I, never actually made that happen; mea maxima culpa. To try to remedy that failing, I’ve just uploaded the 2002 version of the paper here for downloading. It’s in a Rich Text Format document, which should be readable by all major word processors. In addition, I’ll be periodically posting exceprts from the paper as blog entries; comments are invited.
Bibliolatry versus Trust in God
June 25, 2004
On my other blog, The Questioning Christian, I’ve posted comments (and no, they weren’t supportive comments) about a recent essay by a traditionalist Episcopal priest. For those who don’t know, in recent years there’s been an on-going battle in the Episcopal Church, of which I’m a member, about the proper role of Scripture. I would guess most Episcopalians take Scripture quite seriously, but not as the be-all and end-all. (This befits what a [woman] fellow parishioner describes as “the thinking man’s church.”) Traditionalists, on the other hand, are quite upset by the prospect of gay and lesbian clergy and of committed same-sex relationships. They claim these things are contrary to Scripture and therefore are per se unacceptable. They have been fighting an aggressive rear-guard action against the church majority, whom they brand as liberal revisionists. It seems clear to me that they intend to split the church if they can’t have their way.
The Symphony as Fighter Squadron
June 19, 2004
Fascinating NYT article by a reporter and amateur clarinetist who gets to play with the New York Philharmonic.
. . . As a reporter, I was getting the chance to experience what it felt like to play in a great orchestra, an organism that at its best has the might of a jet engine, the delicacy of an eye-surgeon’s laser and the coloristic nuance of a Monet painting.
* * *
. . . I was also struck by how the players invested even the simplest phrases with expressiveness. If Mr. Maazel held a beat here, or pushed forward there, they reacted instantly, like fighter pilots adjusting a wing. It was surprisingly easy to play with them. The solidity of their intonation, rhythm and musicality were like beacons that had only to be followed.
I envy those who get to participate in such an “organism.”
Hang Up the *#*$ Speakerphone
June 18, 2004
From Securities Liltigation Watch’s description of a California appeals court decision:
Three Marvell employees–Marvell’s general counsel; its VP of engineering, and in-house patent attorney–gathered to call a person at Jasmine, a company with which Marvell was negotiating to purchase some technology. Using a speakerphone, the three left a message on the Jasmine employee’s voicemail. However, after leaving the initial message, they failed to hang up the speakerphone, and proceeded to have a conversation that also was recorded on the voicemail.
ABA Project: Model Case Management Orders
for Patent Cases
June 16, 2004
Several years ago, I chaired a special committee of the American Bar Association’s Section of Intellectual Property Law. We set out to develop some model orders for implementing “best practices” in managing patent litigation cases.
(Of course, many of the model orders could be used in non-patent litigation as well.)
Corporate Governance Changes
as Settlement Currency?
June 15, 2004
An article by Stephen Taub in today’s Compliance Week ($) gives some examples of how companies seem to be using their executive compensation and other corporate-governance policies as “settlement currency” to help resolve shareholder lawsuits. The article’s list of companies includes Cendant, Citrix, Enterasys, MCI, Sprint., and Siebel Systems.
Civil War Among the Educated Class?
June 15, 2004
Fascinating NYT column by David Brooks. He postulates that the educated elite in this country can be divided into two subclasses: Knowledge workers, and managers. These two classes, he says, “happen to be engaged in a bitter conflict about everything from S.U.V.’s to presidents.”
Counseling an Employee for Poor Performance?
Consider Getting a Signed Written Acknowledgement
June 14, 2004
In an age-discrimination lawsuit against American Airlines by a former employee, the court recently denied American’s motion for a summary judgment dismissing the case. The court’s reason offers a lesson for managers and HR personnel.