Month: April 2008

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Blockbuster’s $1 Billion Bid on Circuit City

I. Introduction

     On April 14, 2008 Blockbuster Inc. announced publicly its offer to purchase electronic retailer Circuit City Inc. Blockbuster has been in talks with Circuit City for months regarding an acquisition. [1] On February 17, 2008 Blockbuster sent a letter to Circuit City Chairman Philip Schoonover offering over $1 billion for the transaction. [2] This is equivalent to $6 to $8 a share in cash for the company. [3]Blockbuster also stated that they were willing to pursue alternative deal structures to enable Circuit City shareholders to receive stock. [4] Circuit City is hesitant about the deal and has yet to reveal to Blockbuster its long-term corporate plans and performance data. [5] This paper will evaluate the benefits and negatives of the acquisition as well as discuss whether this merger should occur.

II. Why Circuit City Should Consider the Merger

     The Blockbuster-Circuit City merger can result

… Read the rest
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Home Is Where the Most Economically Beneficial Laws Are: Finding the Best Location to Incorporate Your Business

I.  Introduction

There are very few requirements for a business to be incorporated in a given state.  The business must usually have a registered agent in that state, but rarely are there requirements to construct an office or actually engage in commercial transactions. [1]  From the outset, it seems as though finding the best location to incorporate a business would be quite simple.  This prediction, however, could not be farther from the truth.  Finding the right place to "set up camp" is a long and crucial process; but if done properly, the initial research can lead to the creation of a business that uses state law to its advantage rather than demise.

II.  The Advantages of Incorporation

Before figuring out where to incorporate a new business, the first question to ask is whether to incorporate.  There are many tax benefits for both small businesses and large corporations, such as potential

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Probing Spygate: Will the NFL Indemnify Key Witness?

I.    Introduction

From the moment of its initial disclosure, the National Football
League's (NFL's) so-called Spygate incident had the potential to be one
of the more notorious sports scandals in recent memory.  During the
first game of the 2007 season, a videographer on the New England
Patriots sideline was caught taping the hand signals of New York Jets
offensive coaches, a violation of Article 9 of the NFL Constitution and
Bylaws.[1]  The intrigue was apparent: the league's modern-day dynasty
had been caught red-handed, begging the question of whether the
Patriots had broken league rules at any other times during its
championship era.  The NFL's first-year commissioner, Roger Goodell,
addressed the issue quickly, fining the team and head coach Bill
Belichick a combined $750,000 and taking away a first-round draft
pick.[2]  Despite its rapid action, the NFL's handling of the situation
added to the mystery.  After announcing the penalty, the

… Read the rest
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Cyberbullying: A Modern Problem

I.    Introduction

   A girl kills herself because she finds out the boy she liked on MySpace.com (“Myspace”) was actually a couple of girls, allegedly assisted by their parents, making fun of her. [1]  Another teenager is lured to a girl’s home and beaten repeatedly in retaliation for comments made on MySpace.com, while the beating is filmed for posting on MySpace. [2].  These events and others have highlighted the lack of adequate criminal laws about online harassment and online bullying – sometimes called cyberstalking or cyberbullying.
This article will examine the recent cases of cyberbullying, address examples of current laws that deal with cyberbullying and cyberstalking, and, finally, explain what needs to be changed about current laws to address the developing criminal area of cyberbullying.

II.    Cyberbullying in the News

    A.  Megan Meier
    A month is a long time in the life of a 13-year-old … Read the rest

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Primary Dealers Credit Facility: Changes for Market Liquidity

I. Introduction

On March 17, 2008, Bear Stearns, one of the oldest and largest global investment firms on Wall Street unexpectedly collapsed and was sold to J.P. Morgan Chase & Co at a fire-sale price of $2 a share in stock, approximately $236 million.[1]  With the rumors about Bear Stearns' losses in the mortgage industry circulating in the market, investors pulled their money out, the firm was short on cash, and the deepening losses left Bear Stearns with no other choice but to sell to their white knight, J.P. Morgan Chase & Co.[2]  With the help of the Federal Reserve, the acquisition price was later revised to approximately $10 per share, totaling $1 billion; however, even the revised deal was still much lower than the company's value of $20 billion in January 2007.[3]

In response to the ongoing credit crisis and the sudden

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Is Your Ad Deceptive?

I. Introduction   

Small business owners often take out an advertisement in a local
paper or, more in line with the times, advertise on a website.  The
advertisement, however, can sometimes create liability for the business
owner if the ad is found to be deceptive. [1]  This article will
discuss the different sources of the law regarding deceptive
advertising and then generally describe what makes an advertisement
deceptive.  It will then explore the trends and adaptation of the law
regarding web logs and advertising.  In conclusion, this article will
present considerations that a small business owner should take into
account when deciding to post an advertisement.

II.  Sources of Deceptive Advertisement Regulation

Laws regulating deceptive advertising exist at both the state and
federal levels.  Modern advertisement law was shaped in the early
twentieth century with the intention of encouraging the dissemination
of truthful information and sanctioning the spread of false

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Breach of Fiduciary Duty Suits Arising Out of Yahoo’s Rejection of Microsoft’s Offer

Last month, Yahoo!, the California-based Internet service provider, rejected a “generous” offer by U.S. software giant, Microsoft. [1] Microsoft’s 62 percent premium above Yahoo!’s share was aimed at maximizing synergies that existed between both companies. Microsoft hoped to gain a greater market advantage in the internet search industry while enjoying a majority share of the projected $80 billion market by year 2010. [2] Following Yahoo!’s rejection, some disgruntled Yahoo shareholders have sought legal remedies to voice their dissatisfaction with Yahoo’s decision. [3] In light of three previously decided cases, Emerging, Van Gorkom, and Disney, this article will attempt to provide a legal analysis on the breach of fiduciary duty suits against Yahoo!.

 

Emerging Communication

 

In Emerging Communication, the court addressed, inter alia, class action claims for breach of fiduciary duty. The court held that the defendants in question were jointly and severally liable to the … Read the rest

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Seagate Files Patent Infringement Lawsuit Against Competitor

I.     Introduction
        In response to increasing market pressure on their core business, Seagate Technologies is asserting a handful of its patents against manufacturers of flash memory-based solid state drives (SSDs) products.  Seagate Technology is currently the world’s largest manufacturer of hard-disk drives (HDDs), but lags behind several competitors in the SSD market.  [1]  On Monday, April 14th, Seagate Technology filed a patent infringement lawsuit against STEC.  The lawsuit, filed in the US District Court for the Northern District of California, alleges infringement of four Seagate patents.   [2]  Industry commentators believe that Seagate’s lawsuit is a result of increasing market pressure on their core business, which competes directly with that of STEC.  By filing an infringement lawsuit now, Seagate opens several options for itself in the face of a potential collapse in sales for its major products.   

        In recent years, SSDs have made

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Fidel Castro Has Finally Stepped Down: Now What Should Be Done About That Pesky Trade Embargo?

I. Introduction

Fidel Castro recently stepped down as president of Cuba. Castro's health, not the 46 year trade embargo, was the primary reason for Castro's statement that he "would not seek to retain his post." [1] Anyone seeking a radical change in the policies of Cuba may have to wait indefinitely, as Fidel Castro's younger brother Raul quickly supplanted him. In a ceremony, on February 24th, Fidel's younger brother was formally designated as Fidel's successor as the head of Cuba's Council of state. [2] Furthermore, Raul stressed that although Fidel will step down as president, Fidel will continue to be "consulted on important decisions, especially on those relating to defense, foreign policy and the economy." [3] However, American politicians and the public have yet another opportunity to consider the continuing effects of the trade embargo placed upon Cuba nearly 50 years ago. Clearly, Fidel was able to defy the wishes … Read the rest

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The Roberts Court and the Neutralization of McCain-Feingold’s Corporate

I. Introduction

For over a century legislatures have struggled with the issue of how to curtail the efforts of corporations seeking to substantially influence political campaigns.  [1]  Although campaign finance regulation has taken numerous forms throughout the years, loopholes and exceptions inevitably surface despite the intentions of Congress.  [2]  Corporations have also wrestled with the conflict of advancing their own political interests at the expense of alienating potential consumers.  [3]  Congress and the courts have sent ambiguous and, at times, contradictory messages regarding the proper role of industry in the political arena–at times conspicuously leaving a route open for corporations to fund candidates and sometimes expressly speaking out against those very same methods.  [4]  The enactment of the Federal Election Campaign Act ("FECA") in 1971 [5] (and subsequent amendments in 1974, 1976, and 1979) [6] along with the Supreme Court's landmark 1976 decision in Buckley v. Valeo [7] drastically changed … Read the rest