Business and Corporate Law Research •

Register for Summer Success!

Photo by marcomagrini

Photo by marcomagrini. CC BY-NC-ND 2.0

Our annual Summer Success program will be held from 3pm to 5pm on Thursday, April 4th.

Find out how to hit the ground running as you begin your summer or permanent job. Whether you are entering the public or private sector, employers are operating with fewer resources than ever with a constant eye on results. This program will help you prepare for the types of assignments you will receive as you begin to apply what you have learned in law school to your new job.

Select up to two sessions offering practical tips on efficient legal research strategies in a variety of areas as well as concrete strategies for success on the job, including how to tackle a new assignment, interact with supervisors, obtain constructive feedback, and gain the most from your job opportunity.

For registration and other information, visit: http://hlssummersuccess.weebly.com/

Cosponsored by the HLS Library and the Program on the Legal Profession. Kindle door prizes provided by LexisNexis and Bloomberg Law. Please contact George Taoultsides, gtaoultsides@law.harvard.edu, with questions.

A Legal Look at the Disney Purchase of Lucasfilms

Image by Thomas Hawk

As you may have heard, earlier this week, The Walt Disney Company announced its plans to purchase Lucasfilms Ltd for a purchase price of $4.05 billion with half being paid in cash and the other half in stock with Skadden, Arps and Latham & Watkins serving as legal counsel. Reading about the deal made me curious about each of the companies and the terms of the transaction, so I did a little research.

As a large, publicly-traded company, the Walt Disney Company is easy to research. While it is easy enough to pull up their company filings with the SEC’s EDGAR system, the company also has an entire Investor Relations section of their website, which provides easy access to the Company’s Certificate of Incorporation, Bylaws, and Board of Directors information. On the other hand, since Lucasfilms Ltd. is solely owned by George Lucas, it is bit more difficult to find information about the company, but some is still available. The company’s website provides information on the various divisions underneath the Lucasfilms Ltd. umbrella and basic information about the company’s status and formation date is available through the California Secretary of State website. Those interested in learning more about the terms of the transaction can check out the 8-K filing made by the Walt Disney Company on October 30th, announcing the transaction.

The transaction raises some other interesting legal issues beyond the structure of the deal itself too. Some have already voiced concerns that the sale to Disney will usher in a new, less welcoming, approach to fan fiction. Lucasfilms has been fairly open to fans creating their own Star Wars-related works. The company has even hosted The Official Star Wars Fan Film Awards and released tools to make it easier for fans to remix Star Wars content (you can read Professor Lawrence Lessig’s thoughts on it, and the terms users had to agree to in order ot use the tools, here). This policy has led to some fun creations, such as this ad for the Law Office of Lando Calrissian. Based on past enforcement actions, some believe Disney will be less receptive to these types of works. Another interesting aspect of this deal is that George Lucas has announced that he plans to put the majority of his proceeds from this sale into a foundation to work on funding education initiatives, which leads to interesting questions about how he may structure such a donation.

For now, more information probably won’t become available unless and until the deal passes Hart-Scott-Rodino review and is finalized, but in the meantime, you can continue your legal contemplation of Star Wars by reading this analysis of whether Han was legally justified in shooting Greedo from the Legal Geeks (since we all know Han shot first).

March Legal Research Classes

Throughout the spring semester Harvard Law School librarians will be offering several 15-minute information sessions and 45-minute legal research classes on various topics for Harvard Law School students. These classes are a great way to get started on a writing project or just develop your legal research skills for work on a journal, in a clinic or at a new job. Sign up information for all classes is available here: http://bit.ly/hlsltraining

The following classes will be offered in March:

15-Minutes
Law, Science & Technology Quickie Research
Tues 3/1 12:30 – 12:45
Location: L403 (Library 4th Floor – Reference Desk)
Interested in Law, Science & Technology ? Attend a quickie training designed to help you find relevant books, articles, videos and other materials.
Contact: Mindy Kent, mkent@law.harvard.edu

Criminal Justice Research Quickie
Wed 3/9 12:30 —12:45
Location: L403 (Library 4th Floor – Reference Desk)
Interested in Criminal Justice? Attend a quickie training designed to help you find relevant books, articles, videos and other materials.
Contact: Janet Katz, katz@law.harvard.edu

Choosing a Paper Topic
Fri 3/11 12:30 – 12:45
Location: L403, (Library 4th Floor – Reference Desk)
Looking for a topic for your paper? Join the library for a 15-minute review of useful resources and some tips for making the process as painless as possible.
Contact: Lisa Junghahn, ljunghahn@law.harvard.edu

International & Comparative Quickie Research
Wed 3/23 12:30 – 12:45
Location: L403 (Library 4th Floor – Reference Desk)
Interested in International & Comparative Law? Attend a quickie training designed to help you find relevant books, articles, videos and other materials.
Contact: Carly Spina, cspina@law.harvard.edu

Finding and Mining SEC Filings
Mon 3/28 12:30 – 12:45
Location: L403 (Library 4th Floor – Reference Desk)
Come learn how to find and mine SEC filings to commit acts of good and evil, whether it’s helping take a company public (S-1) or co-opting M&A agreements.
Contact: Lisa Junghahn, ljunghahn@law.harvard.edu

45-Minute
Save Time: e-Research Workshop
Tues 3/22 12:30 – 1:15
Location: L233 (Library 2nd Floor – Computer lab)
Paper due tomorrow? Come learn fast research techniques. Learn how to navigate the HLS Library catalog and other resources.
Contact: Carly Spina, cspina@law.harvard.edu

Tools and Tips for Getting Published
Thurs 3/31 4:00 – 5:00
Location: L233 (Library 2nd Floor – Computer lab)
Thinking about trying to publish in a law journal? Many law students have! Join the library in exploring the tools you can use to make the process of submitting an article for publication easier.
Contact: Michelle Pearse, mpearse@law.harvard.edu

Learn to Get the Deal Through

Harvard now has Getting the Deal Through:
http://nrs.harvard.edu/urn-3:hul.eresource:getdealt

Getting the Deal Through provides international comparative guides to law and regulation in 43 practice areas and more than 100 jurisdictions containing concise explanations to the most important legal and regulatory matters that arise in business deals and disputes worldwide.

This librarian’s personal favorites of the day:

• Banking Regulation
• Corporate Governance
• Mergers & Acquisitions
• Private Equity Fund Formation
• Securities Finance

There is so much to know. For example, I just learned that in India shareholders have the power to propose a resolution for the appointment or removal of a director. Shareholders (at least 100 of them or any number of shareholders holding at least 10 per cent of the paid-up share capital) can require a company to convene an extraordinary general meeting (EGM) in which the necessary resolutions could be adopted.

United States v. Bernard L. Madoff

The Department of Justice has a good page up with links to PDFs of court documents from the high-profile United States v. Bernard L. Madoff criminal case.

Among these documents are briefs, motions, orders, the criminal complaint, and a transcript of the proceedings from last Thursday, in which Mr. Madoff pled guilty to securities fraud, investment adviser fraud, mail fraud, wire fraud, international money laundering to promote fraud in the sale of securities, international money laundering to conceal the proceeds of fraud in the sale of securities, money laundering, making false statements, perjury, making a false filing with the Securities and Exchange Commission, and theft from an employee benefit plan.

Galvanized by the day’s headlines to learn ACCOUNTING and FINANCE principles . . .

The Law School is making available two online courses from the Harvard Business School, one on accounting and the other on finance. These courses are a pre-matriculation requirement for all incoming MBA students at the Harvard Business School. Each course takes approximately 10 hours to complete.

For more information on these courses and registration details, follow the MONEY.

After completing these courses, you will be able to impress your friends and family with casual talk about such things as “off balance sheet activity” and “working capital ratio.”

Corporate Governance Junkies Take Note

The Harvard Law School Corporate Governance Blog, which is sponsored by the Harvard Law School Program on Corporate Governance, provides updates on Corporate Governance working papers, seminars, speakers, and other activities.

Download content on emerging corporate governance issues; examples from this week include: (1) An essay by Professor Howell Jackson entitled A Pragmatic Approach to the Phased Consolidation of Financial Regulation in the United States; (2) a video lecture on Who’s to Blame When a Deal Falls Through; and (3) a law firm memorandum on Underfunded Defined Benefit Pension Plans.

Seriously, if you are way into corporate governance (or thinking about getting into corporate governance issues), do not let a week go by without checking in with the HLS Corporate Governance Blog!