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Sunbeam Products, Inc. v. Chicago American Manufacturing (7th Cir. July 9, 2012) (6 pp) (relevancy score: 100%)

from Off the "Mark": 7th Circuit Rejects Debtor's Effort to Sever Trademark License (August 30, 2012)

In 2008, losing money on every box fan, Lakewood contracted their manufacture to Chicago American Manufacturing (CAM). Lakewood's trustee rejected the executory portion of the CAM contract under 11 U.S.C. § 365(a). Because the trustee's rejection of Lakewood's contract with CAM did not abrogate CAM's contractual rights, this adversary proceeding properly ended with a judgment in CAM's favor.

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Sunbeam – Seventh Circuit Decision, Where Rejected Trademark Licenses Never Die (4 pp) (relevancy score: 100%)

by Ronald S. Gellert
from Off the "Mark": 7th Circuit Rejects Debtor's Effort to Sever Trademark License (August 30, 2012)

8 SUNBEAM ­ SEVENTH CIRCUIT DECISION, WHERE REJECTED TRADEMARK LICENSES NEVER DIE By Ronald S. Gellert Recently the United States Courts of Appeals for the Seventh Circuit decided Sunbeam Products Inc. v. Chicago American Manufacturing, LLC. As discussed below, the Seventh Circuit Court of Appeals decided that although section 365(n) cannot be applied to trademark licenses, a debtor may not simply reject and terminate a licensee's rights under a trademark license. As a result, the Seventh ...

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Sunbeam Prods., Inc. v. Chicago Am. Mfg, LLC (8 pp) (relevancy score: 100%)

by Todd A. Denys
from Off the "Mark": 7th Circuit Rejects Debtor's Effort to Sever Trademark License (August 30, 2012)

July 9, 2012) This case examined whether a bankruptcy trustee, acting on behalf of a trademark licensor's estate, has the power to terminate a trademark licensee's use of a trademark. The court held that a bankruptcy trustee's power to "reject" a debtor-licensor's trademark license included the power to breach the license, but did not include the power to terminate the licensee's use of the underlying trademark. Unlike the Seventh Circuit, the Fourth Circuit decided in 1985 that a ...

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Fiduciary Duty for Broker-Dealers? (38 pp) (relevancy score: 100%)

by Anna T. Pinedo Hillel Cohn
from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

8 7 ds of care owed by om the definition of ) of the Advisers Act idered by the SEC in its study, fferent standar broker-dealers and investment advisers the same standard of care applied to of broker-dealers fr a)(11)(C , broker-dealers and investment advisers tand the di ng existing standards of care; -dealers and investment advisers advice to retail customers Section 202( under" ovided by broker retail customers unders oviding investment Whether broker-dealers and investment advisers; The ...

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The Dodd-Frank Act: Summary Chart (2 pp) (relevancy score: 100%)

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from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

40 tal pt nd er- ed IV) and at o ly m ards al d age prefs capi le or ffice , a rovide ors and ) f ct ust nitor al unds t ntern ure an ts (Tit sight o ls to p apit o bank ding er mand n dire ors to exe um st ne CRAs fai utive pay um lever ies (CRA clos ity to grant w ion of trlus or to 5/19/10, n assets from d of care for brok and, aft ard quiremen regulat ) ishes over e and fi e; imposes i ) on exec rtment to mo gulatory c h minim tandards t ivate-equity f X agenc CRA that rest, dis X ts inc ...

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The Dodd-Frank Act: A Cheat Sheet (30 pp) (relevancy score: 100%)

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from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

Derivatives Regulation 1 Unless otherwise specified, for convenience we refer to swaps and security-based swaps as "swaps," swap dealers and security-based swap dealers as "swap dealers," and major swap participants and major security-based swap participants as "major swap participants" or "MSPs." FX swaps and to any "swaps entity" (i.e., swap dealers FX forwards qualify as swaps, unless and non-bank major swap participants, or the Secretary of the Treasury determines MSPs). The CFTC will ...

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The Dodd-Frank Act: Milestones (2 pp) (relevancy score: 100%)

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from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

n ) -out ion B 2013 ncol e art TRUP 2017 ens Li push rul St phase out July Ext e transacti (23A/ ion Affiliat limits 2012 ens 2016 ules Ext July al rpit ion Ca issued 2012 2015 t rting Extens Jan if t- y ap repo ion Pos enactmen sw 2014 t da t 2011 ly Las no extens Oc Ju tion k E ingad al istra tr pit e ris ired rop es r DATE FFECTIV E und reg onal ca V F requ Rul committees 2012 on p ative limits 2011 ly DATE dditi ly e Ju Ban A Ju e quantit tration EFFECTI n al ring VOLCKER E pit lea OCC ...

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A Fiduciary Duty for Broker-Dealers? How Dodd-Frank May Change the Way Broker-Dealers Conduct Business (6 pp) (relevancy score: 100%)

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from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

74 News Bulletin November 8, 2010 SEC Adopts Final Rule Regarding Risk Management Controls for Broker-Dealers with Market Access On November 3, 2010, the Securities and Exchange Commission (the "SEC") voted unanimously to adopt a new rule that will effectively prohibit broker-dealers with market access from providing customers with unfiltered access to an exchange or alternative trading system ("ATS"). The Rule revised the proposed rule's "market access" definition to include "access to ...

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SEC Adopts Final Rule Regarding Risk Management Controls for Broker-Dealers with Market Access (6 pp) (relevancy score: 100%)

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from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

80 News Bulletin November 8, 2010 SEC Adopts Final Rule Regarding Risk Management Controls for Broker-Dealers with Market Access On November 3, 2010, the Securities and Exchange Commission (the "SEC") voted unanimously to adopt a new rule that will effectively prohibit broker-dealers with market access from providing customers with unfiltered access to an exchange or alternative trading system ("ATS"). The Rule revised the proposed rule's "market access" definition to include "access to ...

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Structured Thoughts – News for the Financial Services Community (12 pp) (relevancy score: 100%)

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from A Fiduciary Duty for Broker-Dealers? (November 16, 2010)

Lastly, since many issuing banks and brokers that offer SCDs also offer structured securities programs, providing documentation for SCDs similar to that used for medium-term notes affords some level of familiarity to investors (as well as the financial advisors that market them). Many banks that are frequent issuers of SCDs will market SCDs with specific structures, linked to different market measures. Issuing banks and broker dealers may also prepare other materials, including brochures ...

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“Say on Pay” Rules Proposed (4 pp) (relevancy score: 100%)

by Scott P. Spector
from "Say on Pay": New Proposed Rules on Proxy Disclosure Preparation (November 3, 2010)

The Dodd-Frank Act requires all public companies to: Conduct a shareholder advisory vote to approve the compensation of named executive officers ­ a "Say on Pay Vote" ­ at least once every three years; Conduct a shareholder advisory vote to determine whether the Say on Pay Vote should be taken every 1, 2 or 3 years ­ a "Say on Pay Frequency Vote" ­ at least once every six years; and, Conduct a shareholder advisory vote to approve named executive officer compensation arrangements in connection...

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Slides: “Say on Pay” and Golden Parachute Disclosure (18 pp) (relevancy score: 100%)

by Scott P. Spector
from "Say on Pay": New Proposed Rules on Proxy Disclosure Preparation (November 3, 2010)

Rules require vote every one, two or three years, e.g., a "Say on Pay Frequency Vote" non occurring SEC's 18, 2010, the SEC proposed rules (the "Proposed Say on Pay Vote and Say on Pay Frequency Vote must be included to shareholder be conduct an advisory, executive officers, e.g., a "Say on Pay Vote" conduct an advisory, on Pay provide additional connection with merger transactions, vote to approve such golden parachute arrangements, e.g., a "Golden Parachute will be disclosed. 22 17 ...

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SEC Proposes “Say on Pay” Rules (6 pp) (relevancy score: 100%)

by Mark A. Borges
from "Say on Pay": New Proposed Rules on Proxy Disclosure Preparation (November 3, 2010)

vote to approve the compensation of their executive offi- This article summarizes the key features of the proposed cers (the "Say-on-Pay Vote") and the advisory vote to deter- rules. Companies would be required to explain in their The Say-on-Pay Vote would be based on a company's proxy materials the general effect of the Frequency Compensation Discussion and Analysis, the compen- Vote, including that the vote in non-binding. The SEC also confirms that, under Section 957 of the Dodd- ...

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Formulating a Recommendation for the Shareholder Advisory Vote on the Frequency of the shareholder advisory vote on executive compensation (4 pp) (relevancy score: 100%)

by Mark A. Borges
from "Say on Pay": New Proposed Rules on Proxy Disclosure Preparation (November 3, 2010)

30 Say on Pay: The Proposed New Rules on Proxy Statement Preparation ALI-ABA Teleconference November 3, 2010 1:00 ­ 2:00 p.m. EDT Formulating a Recommendation for the Shareholder Advisory Vote on the Frequency of the shareholder advisory vote on executive compensation New Section 14A(a)(2) of the Securities Exchange Act requires a company to conduct, at least once every six years, a shareholder advisory vote at their annual meeting of shareholders to determine whether the shareholder advisory...

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Supporting Statement - Shareholder Advisory Vote on Executive Compensation and Analysis – Executive Summary (6 pp) (relevancy score: 100%)

by Mark A. Borges
from "Say on Pay": New Proposed Rules on Proxy Disclosure Preparation (November 3, 2010)

The Compensation Discussion and Analysis describes and explains our executive compensation policies and practices and the process that was used by the Compensation Committee of our Board of Directors to reach its decisions on the compensation of our named executive officers for fiscal 2010. Compensation Discussion and Analysis ­ Executive Summary This Compensation Discussion and Analysis provides information regarding the fiscal 2010 compensation program for our chief executive officer, our ...

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SEC New Release (October 18, 2010) on “Say on Pay” and Proxy Vote Reporting (with links) (6 pp) (relevancy score: 100%)

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from "Say on Pay": New Proposed Rules on Proxy Disclosure Preparation (November 3, 2010)

40 SEC Proposes Rules on "Say on Pay" and Proxy Vote Reporting FOR IMMEDIATE RELEASE 2010-198 Washington, D.C., Oct. 18, 2010 -- The Securities and Exchange Commission today proposed rules that would enable shareholders to cast advisory votes on executive compensation and "golden parachute" arrangements. The proposed rules would also require that institutional investment managers report their votes on executive compensation and "golden parachute" arrangements at...

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The Dodd-Frank Act: Impact on Energy Derivatives (58 pp) (relevancy score: 100%)

by Ann A. Hawkins Dr. Sharon Brown-Hruska Mark D. Young
from Energy Derivatives Regulation after Dodd-Frank (October 27, 2010)

$ n als, an atio re th an u ct o tract m id lig m b re th n iv A t (co o d o k ith n m in a s, w ith res co tu rth t" o as an 6 ran lan h an C -F et w T rticip d efit p tities w nh F a d en t en ealers, fu ig articip o en r d e C ee b d ct P y m ers, h e D lo ers o p ern tract p v ts, an k ct, th n tra o ro r trad n em g en b o e A f th o le co estm flo v d er th ib II o certain assets, certain in certain an d le C · · · nU "elig ib · lig itle V E T 9 en ce d f n r e ad rren k es o es fo a ...

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SEC “Play to Play” Rule (Rule 206(4)-5) and Accompanying Adopting Release Summary (18 pp) (relevancy score: 100%)

by Clifford E. Kirsch, Esquire John Munch
from The Financial Services Regulatory Revolution: Navigating the New World of Broker-Dealer and Investment Adviser Regulation, Supervision, and Sales Practices
(October 21, 2010)

Advisers Subject to the Rule 1. The Rule applies to SEC registered advisers and unregistered advisers relying on the registration exemption under Advisers Act Section 203(b)(3) that provide advisory services (i) to a state or local government entity or (ii) to an investment pool in which a state or local governmental entity invests. Rule's Specifics 1. The Two Year Time Out (Rule 206(4)-5(a)(1)) (a) The Rule prohibits any covered adviser from providing advisory services for compensation to a...

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The SEC’s Form ADV Part 2: The New Investment Adviser Disclosure Regime (10 pp) (relevancy score: 100%)

by Clifford E. Kirsch, Esquire
from The Financial Services Regulatory Revolution: Navigating the New World of Broker-Dealer and Investment Adviser Regulation, Supervision, and Sales Practices
(October 21, 2010)

An adviser must describe its advisory business, including the type of advisory services offered, including whether the adviser specializes in a particular type of advisory service and the amount of client assets under management (discretionary and non-discretionary). An adviser must disclose certain financial information 4 9645803.1 25 about the adviser that is material to clients. A supervised person is providing advisory services where he or she: (i) formulates investment advice for a ...

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Broker-Dealer and Investment Adviser – Standard of Care (20 pp) (relevancy score: 100%)

by Clifford E. Kirsch, Esquire Bruce W. Maisel, Esquire
from The Financial Services Regulatory Revolution: Navigating the New World of Broker-Dealer and Investment Adviser Regulation, Supervision, and Sales Practices
(October 21, 2010)

2009 Efforts to demarcate broker-dealer activity from investment adviser activity gives way to call from regulators and others to harmonize the broker-dealer and investment adviser regulatory structures as they relate to a common function of broker-dealers and investment advisors--the provision of investment advice about securities to retail investors. Most importantly, Section 913 directs the SEC to study the standards of care applicable to broker-dealers and investment advisers and related...

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