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February 2013

Purchase and Sale of a Business: Preliminary Agreements

by on February 28, 2013

For the purpose of this series, we’ll refer to the party selling the company as the owner, and the party acquiring the company as the purchaser. If you read about these transactions in other blogs or articles you might find the selling party referred to as the target company and the acquiring party as the acquirer.

In the preliminary stages of the purchase and sale of a business there are a few primary concerns: (1) the owner wants to make sure that the potential purchaser is serious, (2) the… Read the rest

Purchase and Sale of a Business

by on February 27, 2013

The purchase and sale of a business is one of the most important transactions for business owners. We’re starting a blog series to let you know more about how the process of purchasing or selling a business works. As a side note, lawyers often call these types of transactions mergers and acquisitions, especially when referring to transactions involving extremely large companies. Mergers and acquisitions are essentially just the purchase and sale of a business but generally on a larger scale and with more moving parts.

We’re going to discuss the purchase and sale process from start to finish. For each… Read the rest

iVLG Tacoma Office Now Open, Serving the Greater Tacoma Business Community

by on February 26, 2013

We are excited to announce that iVLG will now be serving the Tacoma business community. In an effort to expand the territory we cover and the businesses we able to serve, we have opened an office in Tacoma. Our Tacoma office will offer the same quality services as our current inVigor Law Group offices, as well as the same transparent flat fees and accessible attorneys. Tacoma clients will work primarily with Ryan Hogaboam, who is Of Counsel to inVigor Law Group. Want to get to know Ryan a… Read the rest

City of Seattle Tentatively Agrees to Settlement with Yellow Pages Publishers

by on February 21, 2013

The City of Seattle and the yellow pages publishers have reached a tentative agreement in which Seattle will pay the publishers $500,000. The settlement comes as part of a claim that the City of Seattle violated the publishers’ free speech rights. The city lost the case in the U.S. Supreme Court in October, and has chosen not to pursue an appeal. The 9th Circuit Court of Appeals ruled that a city ordinance violated the publishers’ free speech rights.

The city ordinance created an opt-out registry for unwanted phone books and… Read the rest

Recent Changes to Whistleblower Protections under Dodd-Frank

by on February 18, 2013

Recent cases have triggered a growing discussion about the whistleblower protections under the Dodd-Frank Act. Most believe that the regulations under Dodd-Frank are here to stay (at least another four years) now that President Obama has been reelected. With new regulations comes new judicial interpretations of the regulations. These judicial interpretations often broaden or narrow the scope of the regulation and can have profound impacts depending on the nature of the interpretation. In today’s post, we’ve highlighted the general characteristics of the two major whistleblower protections under Dodd-Frank and how recent cases have expanded… Read the rest

A Call to Reform Copyright Laws

by on February 13, 2013

I recently came across an article that made a call for a reform to the laws that govern copyrights, namely a return to the copyright laws in effect prior to 1978. I found the article especially interesting because it isn’t often that you come across people advocating for restoring laws from pre-1978. We’re a society of forward-looking individuals (or at least that’s what many of us claim) that rarely look to our past for the “best” answers. But this article makes a few strong points in advocating for restoring the prior copyright… Read the rest

Apple CEO Dismisses Lawsuit as “Silly Slideshow”

by on February 12, 2013

Last week we wrote about Greenlight Capital’s lawsuit against Apple Inc. The hedge fund manager David Einhorn filed the lawsuit to contest Apple’s proposition to eliminate the board’s ability to issue preferred shares without shareholder approval. Today, Apple CEO Tim Cook called the lawsuit a “silly slideshow” while speaking at a Goldman Sachs investor conference.

Cook noted that the disagreement between Einhorn and Apple stems from a proposal on Apple’s proxy statement which it filed with the SEC in December. The crux of the dispute centers around how to issue preferred stock and who is able to approve new shares.… Read the rest

General Characteristics of Preferred Stock

by on February 8, 2013

We’re following up Thursday’s post about Apple’s attempt to prohibit the company from being able to authorize preferred stock by amending its charter documents  with this post, which discusses some of the general characteristics of preferred stock and some of the key terms that affect the value of preferred stock.

General Characteristics of Preferred Stock

Preferred stock is often considered a hybrid security as it offers features of both bonds and common stock. For example, preferred stock is like a bond in that it typically has a fixed-percentage dividend, and it is… Read the rest

No Preferred Stock? No Problem for Apple; Einhorn Disagrees

by on February 7, 2013

According to a proxy statement issued by Apple Inc., the computer (and mobile device) giant has announced that it does not intend to issue preferred stock in the future and believes it is appropriate to eliminate an existing provision permitting the issuance of preferred stock at its discretion. The proposed amendment to the company’s governing documents would require Apple to seek shareholder approval prior to issuing any preferred stock in the future.

Greenlight Capital Inc.’s David Einhorn is protesting the amendment. Read the rest

AB InBev in the Middle of the Record Flood of Antitrust Suits

by on February 4, 2013

Anheuser-Busch InBev NV’s $20.1 billion proposed takeover of Mexican beer distributor Grupo Modelo SAB has come to a halt after the Justice Department has filed suit to block the merger. This suit comes as part of a flurry of civil antitrust cases, signalling what many some believe to be the Obama administration’s increased willingness to intervene in the markets.

Currently there are seven antitrust cases in litigation, the most ever at one time. A spokeswoman for the Justice Department stated, “if the parties are not willing to offer a remedy or enter into a settlement that resolves our competitive concerns,… Read the rest

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