Category Archives: Law

Law

Intercompany loan agreements

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It’s probably unfair to say that it’s a hallmark of a well-run company that it has established processes for documenting all of the processes which are key to its business. That would be easy to assert, but very hard to do. But if that principle did apply, then it would also apply to the creation and documentation of intra-group loan relationships. This includes cash-pooling arrangements, which typically amount to loans made by the various participating companies to the cash pool leader.

From a legal perspective, this is not rocket science. The key terms will include:

drawdown and utilisation of advances conditions precedent to drawdown term (repayment date) and the borrower’s ability to repay early (prepayment) interest rates, interest periods and compounding security and subordination events of default triggering early repayment, and default interest

As with any intra-group arrangements, a critical litmus test is whether directors can properly approve the terms of the loan relationship as being in the interests of each individual company of which they are a director.

From a lender’s perspective, this ‘corporate benefit’ issue is particularly relevant for loans by a subsidiary to a parent company or a sister company. It may less of an issue in the case of a loan by parent to its subsidiary, since the parent has a clear financial interest in the success of its investment. However, for upwards or sideways loans within a group structure, factors such as the borrower’s ability to repay the loan will obviously be important. It should go without saying that it’s not enough for the making of the loan to make sense from a group-wide perspective. The loan must also be justifiable from the perspective of each legal entity participating in the arrangements.

In one extreme but typical example, a group finance company made a loan of over a billion dollars to a special purpose vehicle (SPV) which used the loan proceeds to acquire listed securities in the market. The SPV was a sister company of the finance company – in other words, they were both subsidiaries of the same holding company. The loan was expressed to be repayable on demand. As was expected, the value of the securities fell almost immediately, leaving the SPV with negative net assets. It would be hard to justify those arrangements as being for the corporate benefit of the lender, in the absence of additional arrangement such as a parent company guarantee to support the borrower’s obligations.

From the borrower’s perspective, a parent company guarantee in favour of the lender doesn’t help. If the guarantee were to be called on – and the parent procured repayment of the loan amount to the lender – the balance sheet position of the borrower would not be improved. It would simply owe the same amount to the parent rather than the original lender. From the borrower’s perspective, it would therefore need some additional comfort, such as a subordination agreement with the parent or some other commitment of financial support.

Please see the following link for examples of short-form intercompany loan agreements.

http://www.groupreorganisation.com/?p=115

Law

Legal Process Outsourcing Pros And Cons

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If you own a law firm or you are an in-house counsel looking forward to outsource legal process locally or globally, basic knowledge regarding the merits and demerits of legal process outsourcing service will be of great help for you. There are various that need to be considered and negotiated before flagging off any contract with a Legal proves outsourcing company. It will help you to maintain a good rapport and working relationship with the legal process outsourcing offering company. Initiate your outsourcing process by doing an evaluation of all your works. It will enable you to decide the type of work that you wish to outsource. After deciding the type of work, its time to questions that you must ask from your vendor. Some of the basic questions are as follows:

What will be the cost for legal process outsourcing services?

How well the LPO providing company will be able to meet our needs?

Why should that particular LPO Company be hired?

In case of legal process outsourcing Company you should be able to deal directly with that company. Besides direct communication medium, it must comply with all the obligations and privacy or confidentiality issues of the client. A standard set of benchmarks and metrics must be followed to measure the overall success or failure of the services provided by the company.

The advent of legal process outsourcing in India started as legal support services but in very less time duration, this sector has witnessed a phenomenal success and popularity. Always focus on how much profit can you make by legal process outsourcing. Calculate how much you can save along with all the mandatory tax advantages. Pay attention to the quality of the service offered by LPO Company. Properly analyze the associated risk factors and risk allocation framework to develop a strategy to control the risks. One of such risk can be linguistic or cultural differences that can cause obstacles in day to day operations of your business.

In case things run bad in your LPO relationship. One of the important prerequisite for LPO services is to have knowledge of the laws of the country of the LPO Company. It will help you to easily resolve the disputes that might creep in during later stages. So be ready and prepared to protect customer and company information.

Law

Protect Your Legal rights as an Employee Through the Help of Employment Lawyers NYC

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The employee should have an excellent working bond with their employer regardless of the nature of their work. Both parties should benefit and grow in this relationship. Salary is provided to the employees in return for their time, know-how, and abilities while the employer receives the return of investment. This sounds great. Nonetheless, but this isn’t the situation in all workplaces./p>

If the labor law or employment law is implemented appropriately by both employee and the employer then work issues won’t possibly happen. Many people might end up breaking some work laws without realizing it since these laws are quite complicated. This is the main reason why troubles in workplaces happen. In times like this, the assistance of an expert and proficient new york employment attorney is crucial.

There are different factors why work problems are occurring. This is due to the fact that personnel are not all alike. They have different thoughts and religious beliefs as well as personality and characteristics. Problems at work are more likely to take place when the employer harasses his employee or perhaps, fails to pay him according to what is specified on in the contract. Whatever work-related concerns would that be, they could be handled by employment attorneys successfully.

Main Reasons Why It is Important to Get Employment Lawyer NYC

Wrongful termination and unjust payments are the most common work-related issues that result in litigation. Accident of personnel due to dangerous work practices and sexual harassment need to undergo legal process as well. There are also many workers who have filed complaints to the court as their retirement plans and benefits are not given to them. Engaging in a legal battle requires a tremendous amount of time, money, and determination. With the assistance and representation of reputable employment attorneys nyc, workers can conquer this challenge easily.

Making certain that their clientele understand their rights is part of their responsibilities. Clearly, they know what legal action to have depending on their clients’ case. The attorney will attempt to mediate between the employer and staff if the dispute is still negotiable. However, if the issue is serious, then they will represent the employee during court hearings.

Employment attorneys who work for employees always make sure the odds will be on their favor. They will carefully evaluate documents and contracts in order to finding any glitch that could assist strengthen the case. Then again, employment attorneys who work for employers/company owners adopt an approach called -preventive lawyering’. This is a method in making firm policies that are in accordance to local and federal/state employment laws and regulations.

When conflicts on employment related problems occurs, litigation is not always the ideal solution, a fact that professional employment attorneys is aware of. Considering that filing a lawsuit is laborious, these professionals find other ways to deal with it in a different way. A person’s career, life, and name are at stake when engaging in litigations that’s the reason why they have to consider their option carefully.

The written and oral communication skill of an nyc employment attorney should be excellent. It is also best to ensure that the legal professional is specializing in employment laws, and has stayed abreast with any changes in the law. The very best lawyers are sensitive to the needs of their clientele, despite being analytical in their approach. Only with these qualities will he win the case.

When you wish to get started at tackling the issues regarding Employment Lawyer, then you should go at your own pace where you’re most comfortable with. Hastening results in a poor circumstance as you’ll often find yourself missing over particulars which are important. What you need to do is to work on it consistently and you’ll realize how advantageous this way is. For clear explanation for Employment Lawyer Nyc, just search through https://www.google.com/+YoungMaLLPNewYork.

Law

Is It Legal Or Illegal To Jailbreak Verizon Iphone

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Recently, a lot of uncertainty has been circling around the issue of whether or not it should be legal to jailbreak 3G phones. “Jailbreaking” is now the common slang term for hacking into a Verizon iPhone, allowing users to run applications on the Apple OS that are not licensed or authorized by the Apple corporation. Confusion has now been cleared up by DMCA regulators, who have reached a consensus, which basically states that there is no unfair use attributed to the user who makes modifications to his or her iPhone, thereby making it operable with applications not approved by Apple.
The Digital Millennium Copyright Act (DMCA) is a U.S. Copyright law that makes it criminal to produce or propagate technology used to hedge digital rights management (DRM) which limit access to works that are copyrighted. However, the Electronic Frontier Foundation (EFF) has requested that the jailbreak Verizon phone be added to a list of specific exemptions that will ultimately not be applied to this act. The EFF contends that the iPhone’s integration protection system is purely a strategic business decision, bent on preventing competition. The EFF also maintains that jailbreaking represents fair use of the firmware linked to the operating system.
This new revelation comes at the expense of Apple, which has profited on a closed business model, introduced in 2007 when the iPhone debuted. While Apple has stated in the past that is not legal to jailbreak, to this date no action, legal or otherwise, has been taken against the untold numbers of iPhone users who have hacked into their phones to use Cyndia, an underground application store.
Apple has currently sold in excess of three billion applications, and emphatically states that its closed model has been the key to the iPhone’s success. Apple executives feel that other cellular phone networks could likewise be victim to devastating cyber attacks by iPhone users worldwide if they are permitted to legally break into their devices.
Proposed exemptions to the DMCA are brought up for review every three years. From Apple’s perspective, the DMCA should protect the encryption (which is copyrighted) and included in the start up of the iPhone OS. However, the Copyright Office came to a different conclusion – that instead, the restrictions that a copyright owner might impose upon an OS are not covered under a law meant to criminalize the violation of those restrictions.
Cydia, the forbidden application marketplace, can currently boast about nine million iPhones having the app installed. This news, naturally, comes as a great relief to the folks at Cydia and other alternative (but not sanctioned) applications written for installation and function on the iPhone (such as Rock Your Phone, which sells an app that enables the iPhone to become Wi-Fi hotspot.) The jailbreak community at large feels that this decision has given it legitimacy.
In response, Apple states that modification of the iPhone OS can lead to the inception of work which is a violation, yet protected by copyright law – and that the applicable license on the OS prohibits any software alterations. In addition (and not surprisingly) Apple has found that the unauthorized modifications are to be blamed for OS instabilities and other technical issues. Henceforth, they have explicitly stated that such alterations will void the iPhone warranty.

Law

Easton Fastpitch Softball Bats Stealth Clarity & Synergy

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Before 1969 bat manufacturing was a pretty straight forward affair. That all changed when Easton released the first aluminum bat, a radical change in technology that launched the little known company into the limelight. Since then Easton has continued to innovate, with each item in their complete line of fastpitch softball bats, gloves and bags reflecting the careful consideration they give to functionality and technology. Their exclusive, patented technologies such as Carbon Nanotube (CNT), Vibration Reduction System (VRS) and Visual Composite Technology (VCT or Clarity), just to name a few; raise the bar in both functionality of a fastpitch softball bat and integrity of the game.

The Easton Clarity models, in particular, bring to the game a new era of bat integrity and performance. Its well known that once these composite bats are fully broken in they become more flexible and give more pop when hit. Although this is great for the individual user, it provides an unfair advantage in competition and is not allowed in league play. To counteract this, the various governing boards have set guidelines for bat usage; but until Clarity, there was no way to tell when a bat has been used beyond its legal limit. Clarity is an ultra-thin see through layer that encases the surface of the bat. This layer will start to develop tiny white cracks along the surface as the composite material starts to break down. By the time the bat is beyond legal usage it will be completely white, making it easier for Umps to determine the eligibility of the bat, thereby effectively maintaining the integrity of the ball game.

Of the Clarity models, the 2009 Easton Stealth Clarity is the most popular fastpitch softball bat around, and for good reason. The bat features ConneXion, the patented 2-piece technology that acts like a hinge and provides the most efficient energy transfer from handle to barrel. Also featured is CNT, a composite material that delivers both strength and flexibility, effectively lengthening the sweetspot. This combination of ConneXion and CNT make for a fast swinging bat with maximum head speed driving power into one of the longest hitting zones.

Another popular option is the Easton Synergy Clarity. This Easton fastpitch softball bat is also made of CNT, giving one of the longest hitting zones, but also features VRS (Vibration Reduction System) which eliminates vibration from hitting, making this one of the most comfortable bats to use. The Easton Synergy Clarity complies with all bat performance standards including ASA, USSSA, NSA, ISA, SSUSA, and ISF. Unlike the Easton Stealth Clarity, the Easton Synergy doesnt use ConneXion technology, delivering peace of mind to those who worry about breakage.

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