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Sherin & Lodgen LLP

Robert M. McGill to travel to Hungary to coach Boston College Law School's European Law Moot Court Team
Robert M. McGill, an Associate of Sherin and Lodgen LLP, will be traveling to Pécs, Hungary from February 15th – February 18th as coach of Boston College Law School's European Law Moot Court Team. The team's brief was selected as one of the top 48 submitted worldwide, leading to an invitation to argue at the Regional Final in Hungary. The competition will take place over three days and arguments will be conducted in both French and English. If successful in Hungary, the team will argue before the European Court of Justice in Luxembourg in April.

02-28-2007

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Sherin & Lodgen LLP

Sherin and Lodgen LLP held the second in a series of Employment Law Workshops
Sherin and Lodgen LLP recently held the second series of their Best Employment Practices for Employers workshops. This workshop, Non-Competition, Non-Solicitation and Confidentiality Agreements: Tools for Protecting Your Business, was held at the firm on Wednesday, February 7, 2007. Attached is a copy of the PowerPoint from the workshop. Upcoming programs will be held on Wednesday, May 9, 2007 (Discrimination, Harassment and Employee Leaves of Absence: Preventing and Investigating Complaints) and Wednesday September 19, 2007 (The Do's and Don'ts of Addressing Performance Problems and Terminating Employees).

02-28-2007

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Schuyler, Roche & Crisham, P.C.

Fogel and Geier Challenge Sarbanes-Oxley in Deleware Journal of Corporate Law
SRZ's Eric Fogel asked himself this question in exploring the efficacy of the Sarbanes-Oxley Act of 2002, the federal law requiring publicly traded companies to improve accountability and internal controls. To answer this question, Eric recruited colleague Andrew Geier, and together they researched 254 public companies across 50 industries, ultimately concluding that the corporate governance paradigm guiding most boards of directors is the reverse of what it should be.

The Delaware Journal of Corporate Law, in its 2007 winter edition, will publish the results of their scholarship: "Strangers in the House: Rethinking Sarbanes-Oxley and the Independent Board of Directors."

Rather than foist outside directors on boardrooms, argue the authors, the SEC, the New York Stock Exchange and NASDAQ should promote a model whereby shareholders (i.e. owners) comprise the majority of public company boards, and independent directors (i.e. outsiders) comprise the minority.

"So-called independent directors," Eric says, "did not avert the staggering corporate scandals of recent memory. Consider Adelphia, Enron and Worldcom. It stands to reason that shareholder owners—not disinterested non-owners—would demonstrate greater zeal in monitoring management of the companies they own, and should therefore comprise a majority of a public company's directors. Owner-shareholders are the most efficient profit maximizers. They'll ask the tough questions and probe because it's in their interest to do so. All shareholders will benefit as a result."

The psychology of self-interest illuminates Eric's contention. What is the incentive for an outside director, paid a fixed fee despite corporate performance, to challenge a public company's finances or the company's CEO? Where is the impulse to deflate ballooning executive pay when many outside directors are closely tied to leadership? When a D&O policy frees outside directors of liability, where is the inducement to challenge existing management? These and other questions, Eric and Andrew believe, point to one conclusion: to tip the balance of corporate governance by aligning power with owners, not outsiders.

To support their proposal to shift the corporate governance paradigm, Eric and Andrew detail their own findings and econometric research by academics and other experts. Based on return on equity, their research denotes no correlation between the best and worst performing companies and the number of outside directors. "We found no hard evidence," says Andrew, "that outside board members increased financial returns to shareholders."

Eric adds: "Our research indicates there is no empirical data to support the notion that super majority independent boards increase financial performance for shareholders. If the real purpose of independents is to act as wise referees in the event of conflicts, then it does not take a majority of board members to sort this out—it usually takes only three."

In exploring this issue, Eric and Andrew provide in their article historical background and social context for Sarbanes-Oxley, such as the rise of the managerial class and popular wisdom, which maintains that outsiders without internal connections to management make better watchdogs. Debunking this myth is an example close to home—the recent scandal at Hollinger, Inc.

Owner of the Chicago Sun-Times, Hollinger boasted a vanity board on which sat former Secretary of State Henry Kissinger, among other luminaries. Few would dispute the fact that Hollinger's crisis went undetected by its independent directors, who comprised a majority of the board, until this crisis reached proportions fatal to management, devastating to stockholders and damaging to the corporation's existence.

Sarbanes-Oxley was a quick fix in reaction to public scandals, Eric and Andrew agree, one that is proving cost prohibitive and ineffectual for American companies eager to compete in the global marketplace. The reforms they propose are designed to pave the way for greater participation by longer-standing "oversight shareholders"—allowing owners to serve on boards of directors and enjoy safe harbors against such liabilities as ERISA, tax, insider trading and controlling party liability. No doubt these reforms and others Eric and Andrew propose will generate debate not only within the legal community but in the halls of Congress and in boardrooms across the nation.

This newest article is Eric's second venture into the pages of the Delaware Journal. In 2004, this prestigious periodical published the precursor to his current effort: "Public Company Shareholders Acting as Owners: Three Reforms—Introducing the 'Oversight Shareholder.'" There he and colleague David Addis argued that public shareholders should indeed serve as active owners, not passive investors, to ensure "greater accountability by the people entrusted to administer public companies." The positive feedback this article generated helped persuade Eric to continue to explore ways to improve Sarbanes-Oxley. Just recently a reader at the Chicago Kent College of Law wrote Eric to say:

In my opinion, the beauty of your argument is that your construction of the law would shift the gate-keeping function to those interested in gate-keeping.... Bravo...it's ingenious! I truly enjoyed reading this article.

02-28-2007

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Rivkin Radler LLP (Long Island)

Rivkin Radler Welcomes Two New Attorneys
William M. Savino, Managing Partner of Rivkin Radler LLP, has announced that Louis D'Amaro, of North Babylon, and Stuart I. Gordon, of Dix Hills, have joined the firm as Of Counsel in the Real Estate, Zoning & Land Use Practice Group and Partner in the Corporate & Commercial Practice Group, respectively. Both will be resident in Rivkin Radler's Uniondale office.

"As our Firm continues to grow, we are quite excited to have these first class lawyers and community leaders as part of our team," stated William Savino.

Louis D'Amaro focuses his practice on commercial real estate, zoning and corporate transactions. He has extensive experience in these areas of law, as well as significant litigation experience. Mr. D'Amaro is also a Suffolk County Legislator representing the 17th Legislative District. His committee assignments include serving as Chairman of the Legislature's Ways & Means Committee and Vice Chairman of the Environment, Planning and Agriculture Committee. Legislator D'Amaro is also a former Town of Babylon assistant town attorney and a past Chairman of the Town of Babylon Zoning Board of Appeals, where he served for over 10 years. In addition, Mr. D'Amaro has other extensive experience in government. He has served with the U.S. House of Representatives, the New York State Assembly, the United States Attorney's Office for the Southern District of New York, the County of Suffolk and the Town of Babylon.

Stuart I. Gordon's areas of practice include creditors' rights and bankruptcy, counseling creditors, debtors, trustees, financial institutions, insurance companies, lenders, real estate owners and developers and other parties in restructurings both in and out of court.

Mr. Gordon prosecutes and defends litigation in the Bankruptcy Court on issues such as preferences, fraudulent conveyances, assumption and rejection of executory contracts, dischargability of debt, claims objections and contested plan confirmation hearings.

In addition to writing and lecturing on bankruptcy and creditors' rights for the National Business Institute, Mr. Gordon has been interviewed by The New York Times, The Wall Street Journal and Newsday, and appears on television and radio on a wide variety of bankruptcy issues, including the recent revisions to the Bankruptcy Code.

Mr. Gordon has participated in numerous complex reorganization cases throughout the United States, including One Times Square, the New York City landmark building known for the New Year's Eve "ball drop", the Concord Resort Hotel in the Catskills and the Bennett Funding Group, Inc. Chapter 11.

Mr. Gordon is a board member and Secretary of Developmental Disabilities Institute Inc., a not-for-profit corporation that he represents and successfully reorganized under Chapter 11, a case that he considers among his most professionally rewarding because of the invaluable services provided to the families of adults and children with developmental disabilities.

02-28-2007

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Ransmeier & Spellman, P.C.

R&S Welcomes Another Member to the Law Firm's Family
Desmond Jude Lee was born January 18, 2007 to Attorney Lisa Lee and her husband Brian. He weighed in at 9 lbs, 3 ounces, and was 21 ½ inches long. Mom and baby are both doing well.

02-28-2007

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Ransmeier & Spellman, P.C.

Attorney Dom D'Ambruoso Receives Prestigious GOP Awards
At the recent annual convention of the State Republican Party, Dom D’Ambruoso of the Concord law firm of Ransmeier & Spellman, PC was chosen to receive two prestigious awards, The Merrimack County Norris Cotton Republican of the Year Award and The Statewide Norris Cotton 2006 Republican of the Year Award.

The first award was for Dom’s substantial volunteer contributions in growing the county committee and for his efforts in the recruitment of GOP candidates.

The second award was in recognition of Dom’s significant volunteer service to the State GOP party.

Attorney D’Ambruoso is the former Chairman of the Merrimack County Republican Committee.

02-28-2007

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Ransmeier & Spellman, P.C.

Jared Nylund Elected to Board of Trustees of Five Rivers Conservation Trust
Jared Nylund was elected to serve a three-year term on the Board of Trustees of Five Rivers Conservation Trust at its recent annual meeting. Five Rivers Conservation Trust is a charitable, non-profit organization and a regional land trust dedicated to preserving open space in the Merrimack County area. Jared is a member of Ransmeier & Spellman's Business Law and Real Estate practice groups.

02-28-2007

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