Corporate Compliance and Governance Blog

Contract management has become increasingly complex.

Paper traffic from contract notices is overwhelming.

Fortune 500 companies and others are managing hundreds to thousands of contracts with multiple notice provisions, renewal dates, related litigation, and rigorous audit, tracking and compliance requirements.

Managing vendors and invoices is extremely time-consuming.

All these demands are costly in an economic climate with increasing budget pressure to reduce costs.

CSC provides a Contract Management Solution that can:

* eliminate the burden of processing notices
* significantly reduce your costs
* minimize your risks
* manage key dates, critical data, documents, and vendors
* organize and classify contracts

Continue reading " Reduce the High Costs and Risks of Managing Contracts " »

In Meecorp Capital Markets, LLC v. Tex-Wave Industries, LP, 2006 WL 3813779 (S.D. Tex. 2006) one of the issues was the enforceability of a springing guaranty. Under the terms of the guaranty the guarantors had no liability if they cooperated with the foreclosing lender after default. But the guaranty became enforceable if the underlying loan was in default and the guarantors interfered with the lender's efforts to initiate and conclude a mortgage foreclosure action. The exact language of the guaranty was as follows:

Notwithstanding anything else contained herein to the contrary, if, after a default shall occur under the Loan Agreement and the Note, if the Guarantors shall cooperate with the Lender in realizing on the collateral, including without limitation, the foreclosure of the Mortgage, and shall not in any way interfere with the Lender in connection therewith, and the foreclosure sale shall take place without interference by any of the Guarantors or principals, officers, or directors of the Borrower, then the Lender shall waive the provisions of this Guaranty and shall deliver the Guaranty back to the Guarantors marked "satisfied".

On June 15, 2004 Meecorp agreed to lend Tex-Wave a total of $4,620,000.00 to build a hot-dip galvanizing facility in Robstown, Texas. Three separate promissory notes were signed by Tex-Wave. Messrs. Monty Guiles and David Croft each executed a personal guaranty containing the above-mentioned language.

Continue reading " Lender Denied Enforcement of Springing Guaranty " »

The court in In re Restructuring, Inc., 532 F.3d 355 (5th Cir. 2008) was asked to equitably subordinate certain “eleventh hour” loans by corporate insiders on the grounds of inequitable conduct. Finding no harm to the borrower or the unsecured creditors, the court refused to do so.

John and Jeffrey Wooley were officers and directors and the largest shareholders in a public company known as Schlotzsky’s, Inc. When the company experienced financial stress in 2003, the Wooleys lent the company $1 million in April and $2.25 million in November.

The April 2003 loan was secured by royalty payments from franchisees, the company’s intellectual property rights and other intangible property. The Wooleys and the corporation had separate legal counsel in the April 2003 loan negotiations. The corporation’s audit committee and board of directors approved the terms and the transaction was disclosed in the company’s SEC filings.

Continue reading " Court Refuses to Subordinate Claims of Secured Creditors " »

In a recent post, we talked about the Likelihood of Confusion associated with trademark infringement by identifying some of the contributing factors.

So now that you know what can make two separate trademarks confusingly similar, how do you identify who might be using a conflicting brand in the marketplace?

The first, and easiest way to do that is to run a search on your favorite search engine to be sure nothing comes up with the exact same name. But that will just scratch the surface. There are two important steps that you should absolutely take when determining if the trademark you plan to use will conflict with that of another....

Continue reading " Trademarks - Who Else Might Be Using Your Name? " »

When it is time for you to consider a name for your company, product, or design of your logo, you'll want to consider closely how likely it is that it could be considered confusingly similar to other existing trademarks. In the United States, trademark protection is based on first use. So if you have come up with a fantastic new name or exciting logo, it won't be so fantastic if someone with a similar trademark opposes your use of it. The expenses for defending your use of that great trademark can reach well beyond the means of a small business owner.

So how do courts and the United States Patent and Trademark Office determine the likelihood of confusion?

The following SEVEN factors are a good start...

Continue reading " Likelihood of Confusion - Protect Yourself with a Trademark " »