Recently in Corporate Financing & Financial Services Category

Does your company offer a finder's fee for locating investors? If so, you may find that your finder's fee agreement may not be enforceable, a new article at Inside Counsel warns.

Companies that seek to raise money through a private securities offering routinely dole out finder's fees, attorney Randy Johnson writes for Inside Counsel. Finder's fees are usually determined by how much money the finder's efforts bring in for the company.

But a legal issue arises when the finder is not properly licensed as a broker-dealer. In that case, the finder's fee agreement "is an illegal contract and is likely unenforceable," Johnson writes for Inside Counsel.

Insider-trading can make you rich. And, oh yes, it can also just as easily land you in jail. Haven't we all learned how well the whole "greed is good" thing worked out for from Gordon Gekko on "Wall Street?"

An in house attorney in San Diego apparently did not.

Billable hours are still king of the castle when it comes to law firm billing. Alternative fee arrangements, however, are increasing in popularity for a variety of reasons, according to The Metropolitan Corporate Counsel. The alternative billing scheme can be a benefit to both a firm and clients.

Some 56% of in-house counsel polled in a recent survey responded that alternative fee arrangements may be here to stay. Why? Because they often provide a more predictable measure of costs to clients. Although this may not necessarily translate into savings for a client (or losses for a firm), it can serve to keep business coming in -- a welcome sign for many firms hit hard by the recession.

Unless you are finishing up a two-year corporate counsel stint at a remote company in rural Antarctica, you are probably pretty well-versed in the language of the recession that has taken hold of news headlines, board-room meetings, and dinner-table conversations.  Scaling back, laying off, flat-fee billing, in-house eDiscovery ---these have been the recent buzz words in legal departments across nation.

Well, now there are a few numbers to back up the in-house recessionary fodder.  Hildebrandt International has released its annual Hildebrandt Law Department Survey, which provides benchmarking data for U.S. and global law departments. 

It's been a while since I posted anything on the GM bankruptcy, and the hiatus has been completely deliberate.  With so much news and speculation swirling around the proceedings, it would be easy to let the affair completely take the blog over.

But yesterday's opinion from the bankruptcy court judge definitely deserves a post, especially since one of the key points in the opinion deals with the disposition of injury lawsuits against the company.

Bernard Madoff will be spending the rest of his life in prison.  Earlier today, the King of Ponzi was sentence to the maximum possible term of 150 years for defrauding his clients out of billions.

The harsh sentence renders the request by Madoff's attorney, Ira Lee Sorkin, for a twelve year term almost laughable. 

The judge called Madoff's crimes "extraordinarily evil."  Now, I was never a litigator, but I'm pretty sure that's never a good sign.

Madoff did apologize to his victims, for whatever that's worth.  At this point, though, I'm pretty sure that they don't give a damn how sorry he is.

Obviously, the 71 year-old Madoff won't be serving the full sentence, but the judge said that it was necessary in order to deter others from running the same kind of Ponzi schemes.

So let this be a lesson for in house counsel that you can pass along to the heads of your companies: apologizing is nice and all, but not stealing the money in the first place is probably the better strategy.

See Also:
Bernard Madoff gets maximum 150 years in prison (AP)
Madoff's 150-Year Sentence: Long But Not Longest (WSJ Law Blog)
Breaking: Madoff Sentenced to 150 Years (Above the Law)

Testifying on Capitol Hill today, Federal Reserve Chairman Ben Bernanke told a House committee that he didn't put the screws to Bank of America executives in order to force them to acquire Merrill Lynch.

That deal wound up costing taxpayers $20 million, and Bank of America CEO Kenneth Lewis stated that the Treasury Secretary at the time, Henry Paulson, and other federal regulators threatened his job after he expressed doubts about the deal.  Bernanke told the committee that he was not involved in any such intimidation.

Bernanke also denied that he or any other member of the Fed had instructed BoA to cover up information about Merrill's deep financial troubles, arguing that failing to disclose that information would have violated the executives' fiduciary duty to the company's shareholders.

In addition, Bernanke defended the deal as necessary to avoid a complete meltdown of the financial system at a time when Lehman Brothers had just collapsed and lending was essentially frozen. 

The Obama administration's plan to alter regulations governing financial institutions will undoubtedly significantly impact those institutions' legal departments.  The proposal promises to profoundly alter the regulatory scheme that such institutions work under.  Nowhere is this prediction more pronounced than on the subject of mandatory arbitration of claims against lenders and brokers. 

Under the present system, individuals with a claim against lenders or brokers usually sign contracts that bind them to mandatory arbitration of their claims.  This arbitration can occur in a jurisdiction unrelated to the individual and their claim, and the right to choose the arbitrator is generally reserved for the financial institution. 

As if banks haven't had enough to worry about recently, now the Obama administration is planning the biggest financial reform in two generations. 

In a speech today, President Obama outlined his plans for the new financial regulations scheme.  Among the changes: the administration will eliminate the Office of Thrift Supervision and place the Federal Reserve in charge of overseeing systemic risks.  The goal of the changes is to streamline bank supervision and reduce risk that could spread out from the financial sector and threaten the broader economy.

If you work in the legal department of a start-up funded by venture capital, odds are you have been doing financing rounds less often and raising less per round than in times past. 

Fenwick & West has backed up this anecdotal observation with a survey containing some less-than-encouraging numbers for Silicon Valley tech firms that rely on VC.