legal odds & ends crazy legal odds & ends contracts that drive in-house counsel crazy april...
TRANSCRIPT
Legal Odds & EndsContracts that Drive
In-House Counsel Crazy
April 22, 20153:30 pm – 6:00 pm
Your Hosts• Kate Molamphy, Senior Counsel
• Bunge North-America
• Alan Farkas, Partner• Chicago• Aviation – SmithAmundsen LLC
• Brad Goss, Partner• St. Louis• Real Estate – SmithAmundsen LLC
• Jack Walsh, Partner• St. Louis• Commercial Litigation – SmithAmundsen LLC
• Eric Lamb, Partner• Indianapolis• Intellectual Property – SmithAmundsen LLC
Association of Corporate Counsel
Kate Molamphy Senior Counsel, Bunge North-America
www.acc.com
• CCI – April 29th – Ritz Carlton• General Counsel Dinner (GCs Only) – April
29th • Career Development Lunch – May 27th
Upcoming ACC Events
AviationAlan Farkas
Partner, Chicago – Aviation – SmithAmundsen LLC
Unmanned Aerial Systems (UAS)aka Drones
• Oh, This is Just a Toy, Pirker and his Friends• So, what is the FAA doing?• What has been approved?• What is next?• How do we use UAS in our business?• Risks/what risks?
Use of Private Aircraft – Do You Need a Corporate Policy?
• Great way to visit the clients out in the sticks• Who is the owner/Who is the operator?• Part 91 v. Part 135 of the FAR
• Is there Vicarious Liability, Why not?• Tragedy Strikes Morgan Stanley
• Charter v. Fractional
A Few Tidbits about Buying and Selling Aircrafts
• BUYING: • It’s all about the Inspection & history• Might have to learn about overhauls, heavy inspection
schedule, engine maintenance programs, and maintenance tracking
• Liens – FAA, Title Insurance, and International Registry• Contract must address delivery, acceptance, warranties, and
indemnity• Taxes – Sales, Use, Flyaway, Rolling Stock, Hobby Loss v.
Business Expense, 1031, Accelerated Depreciation• How will it be owned/Operated? Back to that 91 v 135 issue…
Real EstateBrad Goss
Partner, St. Louis – Real Estate – SmithAmundsen LLC
Three Hot Topics• Leases• Development Agreements• Municipal Regulation
Leases• Don’t lease the atrium – Air should be free• Uses matter and Radii/Exclusives• Assignments – Breadth and Carve Outs• Insurance – Who, What and Quality of
Insurer
Leases• All CAM Isn’t Equal – Overhead, Capital,
Timing and Calculations• Indemnity - Sauce for the Goose• Improvements and Surrender – In Leases as
In Life, Timing is Everything
Development Agreements• Taxing Districts – Burdens and Benefits• Restrictions – Access, Uses, Utilities and
Gates• Incentives – Disgorgement?
• Assignment or Personal?• Architectural Review• Utility Services – Capacity and Charges
Development Agreements
Municipal Regulation• Zoning – Permitted Use, Conditional Use or
Nonconforming Use• Setbacks, FAR and Green Space• Detention, Storm Water and BMP’s
Municipal Regulation• Parking – Offsite, Capacity and Easements• Dedications and Exactions• Escrows and Bonds
Commercial LitigationJack Walsh
Partner, St. Louis – Commercial Litigation – SmithAmundsen LLC
Three Hot Topics• ERISA• New Business Lines• Executives
ERISA• Seems to befuddle the uninitiated• ERISA litigation falls into the cracks between
Labor, Benefits and Commercial Litigation• Not as hard as it seems
ERISA• Some ERISA Litigation is common• Benefit Disputes
• These cases go to specialists that see them all the time• Uncommon types of litigation are the
problem
ERISA• Fiduciary/service provider litigation - much less
common/not well understood even by people who deal with ERISA regularly
• Fiduciary = Function• Even the best documents won’t save you• Fiduciaries cannot turn a blind eye
New Business Lines• Contracts are an allocation of risk -duh!• It's hard to allocate risk when you've never
done something before.
New Business Lines• Protect against uncertainty with:• Boilerplate• Dispute Resolution clauses• Limit your downside even if it limits your upside
Executives• Senior management can turn a run of the
mill case into something special• The stakes are high when your boss (or her
boss) is the bad guy• Nothing is more fun than Executive v.
Executive
Executives• The Rules are the Rules• Covering up never works or helps• It may not be as bad as the boss thinks it is
Intellectual PropertyEric Lamb
Partner, Indianapolis – Intellectual Property – SmithAmundsen LLC
IP Assignments• IP is almost always owned by the
independent contractor, not the company that paid for the work• Exception – written assignment
IP Assignments• Sale of business• Do you really own what you are selling?
IP Assignments• Copyright Infringement• Do you really own your own website?
• Copyright Enforcement• Do you really own what you want to enforce?
IP Assignments• Unintended assignments• Did you accidently assign your IP?• Bad assignments can be worse than ineffective
Thank You!Questions?