Contracts

Fire* Thanks to this Government Accountability Office ruling, the company that cleared NSA leaker Edward Snowden and Navy Yard shooter Aaron Alexis may lose a $210M contract. [Legal Times]

* After being acquitted on insider trading charges, Rengan Rajaratnam agreed to settle the civil suit filed against him for a cool $840K. At least he’s not in jail like his brother. [DealBook / New York Times]

* Those interested in going to law school may want to know that Philadelphia is purportedly home to some of the cheapest law schools in the country — not Penn Law, though, sorry ’bout that. [Main Street]

* Professors at WUSTL Law held a “teach-in” to discuss the Michael Brown police shooting case. According to them, the likelihood Darren Wilson will be federally charged is “slim to none.” [Student Life]

* Attack of the aggrieved ex: a man drove a burning pickup truck loaded with explosives into a law firm, destroying much of the building. He had apparently dated one of the firm’s former clients. [Virginian-Pilot]

This looks rather disgusting, but that’s just my (non-actionable) opinion.

As online review sites like Yelp and social-media sites like Twitter continue to grow, free speech issues related to these online services will continue to proliferate. A contentious case currently pending in federal court down in Florida raises a host of interesting issues about the scope of online free speech.

The plaintiff company, Roca Labs, sells a product that you consume for weight-control purposes. If this makes you think of delicious almond roca, think again. Components used by Roca Labs in its diet products include “Guar Gum, Konjac, Inulin, Beta Glucan, Xanthan Gum, Maltodextrin, [and] Vitamins B6, B12, C.” If you don’t recognize most of the ingredients in something you’re consuming, that’s usually not a good sign.

Does the thought of eating that goo make you want to gag? Well, Roca Labs wants to gag you….

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It’s like this except with no smiling and everyone secretly resenting each other.

We’re just deep enough into the school year for law students to feel out their fellows and pop the question about forming a study group. And most law students will join some study group reflexively because it’s “just what you do.” But study groups aren’t so much about responsible preparation as much as an excuse to summon a perverse Voltron of collective neuroses. You’re probably going to end up with the same grade you’d have gotten if you studied on your own, but now you have a handful of other, possibly otherwise reasonable wrecks bombarding you with all the fears and insecurities you weren’t even thinking about.

The Paper Chase provided the gold standard of awful study groups. Backstabbing, withholding study aids, and a weird fascination with the word “pimp.”

At least until now….

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Corporate Counsel just released its annual list of the law firms that Fortune 500 companies utilize as outside counsel (as noted in Morning Docket). Not surprisingly, the nation’s biggest corporations turn to some of the biggest names in Biglaw for legal services.

But as we noted last year, the most-mentioned firms aren’t necessarily the most prestigious or the most profitable. The rankings prioritize quantity, and they’re dominated by firms that excel in a particular practice area. See if you can guess which one….

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My firm’s clients often ask how their contracts with Chinese companies should be signed and/or chopped (affixed with the company seal). We typically respond with something like the following:

Each Chinese company has only one “legal representative” (a term of art under Chinese law), who is identified as such on the company’s business license. Any agreement signed by a Chinese company’s legal representative is binding on the company, whether or not a chop is affixed. However, to enforce a contract that is not chopped, you must prove that the signature on the contract really belongs to the Chinese company’s legal representative. Therefore, if you can get the contract chopped, you should.

Larger Chinese companies often do not have their legal representative sign their contracts. In this situation, you need to be particularly vigilant about securing a proper chop.

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Whenever one of our China lawyers drafts an agreement for a client doing business in China, one of the first things we ask is the identity of the Chinese counterparty. This is a complicated question.

The typical Chinese company is composed of multiple entities, with a complicated ownership structure. One entity may run the factory, another entity may run the office, and a third entity may serve as a holding company — and is probably based in Hong Kong or Taiwan. And every single person on the Chinese side ignores corporate formalities and behaves as if all the entities are interchangeable.

But the entities are not interchangeable, and the party with whom you contract matters. How it matters depends on your goals and the Chinese side’s corporate structure.

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Joe Borstein

Since the launch of alt.legal, Ed and I have received a lot of very interesting emails and feedback. It is apparent that many of you read ATL literally all day love working in Biglaw, but most many have considered taking a walk onto the alternative side (sounds far more erotic than it is).

What we hope to prove to you through this ongoing column is that legal entrepreneurship is exciting, prestigious, lucrative, and, most importantly — to the many resilient lawyers out there who have remained idealistic in the face of back-to-back all-nighters — your best chance to change the legal system for the better. Moreover, despite what you think, innovation in the law is NOT just in e-discovery. Turns out, there are problems worth solving associated with almost every practice, and with each, there are entrepreneurs and innovators ready to change the game. (My co-author, Ed Sohn, is planning to write more on this underground world next time.)

Today, we profile one such entrepreneur, Adam Nguyen, who saw inefficiencies in the always-exciting process of contract review for due diligence (hey litigators, it turns out M&A lawyers have to do document review too), and leveraged $150,000 worth of Harvard Law-branded problem solving to create an innovative technology solution called eBrevia.

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When it comes to negotiating, Chinese companies view American companies as easy marks: impatient, unfocused and too willing to compromise to avoid losing out. Accordingly, Chinese companies often employ the following three negotiating techniques:

1. Wear down the American side down with endless issues. This tactic actually has two variants. In the first variant, the Chinese side raises a series of issues. Once these initial issues are resolved, the Chinese side then raises a series of unrelated new issues. This process never stops, because the list of issues is endless. The second variant is for the Chinese side to make several unreasonable demands and then refuse to address the American company’s concerns at all. Both variants are designed to induce the American side to concede on all major points out of a desire to keep the deal moving forward….

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I shouldn’t laugh at this. A recent law school graduate got completely screwed by her own father and I shouldn’t find it so funny.

But I do. I find it goddamn hilarious. The student actually got a clue halfway through law school and decided to drop out. But her father convinced her to stick it out by promising to pay her tuition. She finished, she graduated, and when it came time to pay the bills, Daddy said, “Sorry, I lied.”

Ha. Hahahahaha. When will law students learn that EVERYBODY IS LYING. You know, except me. EVERYBODY ELSE IS LYING…

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The height of wedding season is upon us, and while others are busy tying the knot, newly engaged couples are searching for venues, florists, photographers, and everything else that becomes part and parcel of a beautiful wedding day.

Planning the perfect wedding is all about the details — from the color palette and theme you choose to the number of layers in your cake. It’s so incredibly easy to get swept away in the whirlwind of wedding bells that most soon-to-be married couples forget about the most important part: the legal issues.

That’s right, brides, there’s more to think about than those blinged-out bridal shoe decals. Please stop Pinning things to your wedding Board and consider these useful legal tips for your upcoming wedding…

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