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The practice of employment law in a private company acquisition cannot be conducted in a vacuum - it requires not only an understanding of employment law but also particular elements of company law. Jackie and Kate have both been delivering training in relation to the corporate and employment issues in private company acquisitions for many years. They noted that there was no text available analysing the key issues specifically aimed at addressing the needs of the employment team - appreciating that to advise effectively on the employment aspects of the transaction, an understanding of both the corporate and employment aspects was vital. Jackie has spent a number of years working with both undergraduates studying company law, corporate trainees and junior corporate assistants and has aimed to cover the historic questions asked by those new to corporate transactions together with clarifying areas of common confusion in a clear, straightforward manner. Kate qualified as a solicitor and now trains lawyers, HR professionals and managers, as well as advising a diverse set of employers from small and medium sized enterprises to charities, PLCs and international companies. The text includes practical tips and points to note throughout, making it extremely useful to a new practitioner to the area. ABOUT THE AUTHORS Jackie Sheldon - Jackie was a corporate solicitor specialising in mergers and acquisitions. Jackie worked and trained at global law firm, Taylor Wessing, qualifying into their Projects department, working on large corporate transactions. She moved to the Northwest and continued to specialise in corporate transactions, working at Pannones followed by international law firm, Square, Sanders and Dempsey (then Hammonds). Jackie is qualified to teach up to Masters level (receiving a Post Graduate Certificate in Professional Education), is a Fellow of the Higher Education Academy and has now been writing and delivering commercially relevant company law and related topics to both undergraduate and post graduates (including CPD and PSC) since 2006. She is also honoured to use her corporate legal knowledge in her position as a trustee/director, company secretary and vice chair for Mummy's Star - a unique charity in UK and Ireland. Kate Shepherd - Prior to establishing her consultancy Kate Shepherd Associates in 2005, Kate qualified as a solicitor, and practised employment law at a senior level with a leading firm in the Midlands. Kate holds CIPD qualifications, a Post Graduate Diploma in Law and now runs a consultancy specialising in interactive online training delivery. Her team regularly design and deliver workshops to lawyers at both undergraduate and postgraduate level. Kate is also a published author and visiting lecturer for a number of Universities and Business Schools. CONTENTS Chapter 1 - Introduction Chapter 2 - Fundamentals of Employment Law Chapter 3 - Understanding the Corporate Aspects of a Transaction Chapter 4 - Pre-Contractual Documentation Chapter 5 - Due Diligence Chapter 6 - The Employment Issues in Mergers and Acquisitions Chapter 7 - Using Settlement Agreements Chapter 8 - Sale and Purchase Agreement Chapter 9 - The Risk Apportionment Game Chapter 10 - Finishing the Deal Chapter 11 - Employment Considerations Post-Completion Glossary of Terms
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
An independent guide to the top solicitors, barristers, law firms and barristers' chambers in the United Kingdom.
Advising the Small Business, Second Edition is a guide for general practitioners, small firm attorneys, and lawyers engaged in providing legal counsel to small, privately-held businesses. It provides extensive guidance on a number of issues that small businesses commonly face, as well as sample documents, checklists, and resources for obtaining additional forms and information.
Indemnities have become commonplace in modern commercial contracts, with a modern commercial contract often containing numerous indemnities and using familiar expressions such as "save and hold harmless". However, few lawyers can say with confidence what such expressions mean or even what the advantage of an indemnity is over a straight breach of warranty claim. Along with their popularity in modern drafting, cases are starting to come along at an increasing rate and the courts are having to address exactly what indemnities are and what they mean in practice. Indeed, from these same cases it can be seen what the pitfalls are for the lawyer involved in drafting or negotiating indemnities in commercial contracts. While cases on indemnities go back centuries, this book focuses on the recent cases to draw out the practical implications for lawyers. There are many cases on the subject and the decisions are not always easy to reconcile, but this book tries to draw out the lessons that can be learned from the cases to demystify the indemnity and explain its practical implications. It is strange that the indemnity has become so popular while at the same time there is a dearth of academic or practical literature on the subject. This book attempts to state in a coherent fashion a modern "law of indemnities" for the modern commercial lawyer. ABOUT THE AUTHOR Richard Stephens has been in practice for some forty years, working primarily in the technology sector. He has seen the law from the angle of both a litigator and a non-contentious lawyer and brings to bear his experience in both of these fields. Richard first qualified as a barrister before moving in-house to work at two prominent IT companies in the 90's and then requalifying as a solicitor to become a partner in two City of London Law firms. He set up his own practice in 2004 and since then has worked as mediator and arbitrator in numerous cases as well as establishing himself as a trainer in the area of commercial legal subjects, including a half-day session looking specifically at contractual indemnities. He is a Fellow of the Chartered Institute of Arbitrators, of the British Computer Society and of the Society for Computers & Law (of which he is a past Chair). CONTENTS Chapter One - What Is an Indemnity? Chapter Two - Construction of Indemnities Chapter Three - Recovering Under an Indemnity Chapter Four - Scope of the Indemnity Chapter Five - Liability Issues Chapter Six - How the Law Applies to Different Types of Indemnity
This book is a practical resource for finance, tax and transfer pricing professionals, and for anyone involved in designing, implementing, maintaining or reviewing intercompany agreements for multinational groups.
This book covers the formation, tax, governance, and documentation issues [of nonprofit organizations] ... and addresses some other areas, including mergers and sale of assets of nonprofits as well as dissolution of nonprofits. -- From the author's preface.
A concise overview of the legal needs of nonprofit organizations Good Counsel is a compact and personable overview of the legal needs of nonprofits, crafted by one of America's most astute nonprofit general counsels. The book distills the legal needs of the 1.8 million tax-exempt organizations in the United States.Written in a clear and accessible style, with plenty of humor and storytelling as well as illustrative case studies, Good Counsel explains the basics of nonprofit corporate law, governance, and the tax exemption. It then takes a department-by-department look at legal topics relevant to program, fundraising, finance, communications, human resources, operations, contracts, government relations, and more. Good Counsel is designed help organizations fulfill their missions to do the public good. Designed to impart confidence and demystify the issues, Good Counsel is a must-read for nonprofit professionals and board members as well as lawyers and law students. Using Good Counsel as their playbook, lawyers, executives, and trustees can get an overview of the most common legal, governance, and compliance issues facing their organization and together ramp up a top-notch legal function. Contains practice pointers, checklists, and assessment tools Features sample contracts, licenses, and other form documents Filled with case studies and end-of-chapter focus questions, as well as available lesson plans for easy classroom use by educators in business, management, public policy, and law schools Good Counsel is the first-of-its-kind guidebook written by the sitting General Counsel of a major nonprofit. Written by influential author, speaker, and Bar leader Lesley Rosenthal, the General Counsel of Lincoln Center for the Performing Arts, Good Counsel shares the insights of a Harvard Law School graduate with years of in-house and business law experience as well as board service.