Yahoo’s severance plan – protecting your business or playing dirty?

On Monday, June 2, a Delaware judge unsealed redacted portions of Yahoo’s Change of Control Employee Severance Plan originally filed with the SEC in February. 

For background, the plan was originally enacted in the midst of the Microsoft efforts to acquire Yahoo, which have recently geared up again.  Release of the confidential items shows that the plan, which would have come into play in the event of a qualifying event such as an acquisition by Microsoft, would have added between $500 million to $2.4 billion in acquisition costs to Microsoft.

In defense of Yahoo executives, they laid out a number of rational objectives for enacting the plan, not the least of which is that it would keep large numbers of employees from bailing out at the first opportunity given all the uncertainty around the company’s future.  Shareholders, many of which wanted to increase shareholder value or find an exit due to Yahoo’s struggles over the past several years, have filed suit, alleging among other things that this was an attempt to thwart the acquisition, rather than just protect the company from losing critical employees. 

In balancing these competing interests, it will ultimately come down to how reasonable the plan is.  An easy way to see this is to compare the plan to other Change of Control Agreements and Employee Severance Plans.  You can find thousands of these at www.RealDealDocs.com.

So what do you think – a righteous and reasonable effort to prevent defections, or a nefarious scheme to deter Microsoft and maintain control of the company?

Is Displaying all these Legal Agreements legal and ethical?

I received a call on Thursday from the marketing director of a prestigious law firm about a new feature that was just released on RealDealDocs.com.  I wrote about it last week, but basically it makes it very easy to find legal agreements and contracts from top law firms, including, for example, agreements involving Latham Watkins, Wachtell Litpon agreements, Baker McKenzie contracts, etc.

It seems that an attorney at this marketing director’s firm mentioned that he had seen one of his agreements on a page on our site that highlighted agreements involving his firm, and he was wondering where the contracts came from.

We explained that these were publicly available documents, and that everyone is comfortable with both the legality and the ethics of posting these legal documents.  What makes it interesting is that, for the first time, there are millions of legal documents, including agreements and contracts, located in one place that are so easily searchable across lots of different criteria, including types of agreements, document titles, governing law, law firm, industry, etc., all the way down to the clause search level.

We started talking about the implications on larger law firms’ practices.  Our view is that this is another opportunity to get a firm’s name out in front of an audience of people working on the very deals that these firms specialize in, and it will help those who work to take advantage of this.  In fact, later this summer we plan on doing just that – providing law firms with an opportunity to get involved in contributing additional content, such as firm or practice area profiles, uploading additional documents or templates, etc. to get in front of this audience.

What do you think?

Browse Millions of Legal Agreements and Documents from top law firms

RealDealDocs.com just released a new feature, where lawyers, deal professionals, and entrepreneurs can browse legal agreements, contracts and documents from top law firms  across the world. These legal agreements include deals from companies ranging from the Fortune 500 to small and medium sized businesses, and cover everything from simple employment contracts to the most detailed employee benefits plans, and huge merger agreements to simple office leases.

Links to search documents by document type, full text, law firms, governing law clauses, etc. are also provided, making this a tremendously powerful tool for anyone needing to leverage real deal documents.

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New York Employment Agreements

I recently wrote about new resources for identifying California Employment Agreements to use in your business, or for drafting documents for your clients.  The rationale is clear – negotiating effective employment agreements that are applicable to your jurisdiction is essential to enforcing your rights appropriately.  Additionally, the ability to leverage legal agreements drafted by top law firms enables business owners and lawyers alike to find new ways of constructing deal terms or simply getting documents turned around more quickly.

This of course applies to many state jurisdictions within the United States, not the least of which is the ability to quickly find and browse across thousands of New York employment agreements.  If you need to find New York employment agreements using full text search criteria or other tools, you can do that as well using these employment agreement search tools.

Using California Employment Agreement Forms

A couple of months ago I wrote about noncompete covenants in California, and how the peculiarities of California employment law around noncompetition issues impacts hiring and firing California employees as well as buying businesses in California.

Many times, when small business owners are looking for an employment agreement form, they may just download a document or use an old template.  This works in the majority of cases when no legal disputes regarding employment arises.  Of course, attorneys and experienced managers understand that competent contract authoring is all about controlling how disputes are resolved – if there is no dispute, the contract language doesn’t come into play.  To sophisticated managers, attorneys and investors, that seems a lot like crossing your fingers and hoping for the best.

Accordingly, it’s critical that employers and attorneys find templates and work product precedent that are geared towards the relevant jurisdiction.  You can search across thousands of employment agreements by governing law provisions here.  In the case of California employment agreements, here is a great resource to browse thousands of California Employment Agreements, or you can combine full text searching across California employment agreements.

In our business, we’ve been fortunate enough to avoid any serious employment related disputes that have resulted in litigation.  However, we recently have had to deal with a specific example of a former consultant hiring away an employee despite a variety of non-compete and non-solicitation clauses, and the existence of appropriate contract language has been extremely helpful to us in negotiating an appropriate resolution.

Please let me know if you are aware of any additional resources we can share, or comment directly below.

Finding Legal Documents and Agreements from Top Law Firms

As I’ve written before, when you are negotiating a deal, it can be extremely helpful to find similar legal documents and agreements drafted by top law firms.  This allows you to:

1. Save time drafting the deal language by leveraging someone else’s ideas (estimates range up to 65% of the drafting time)
2. Learn new ways to structure deal terms, such as pricing arrangements, guarantees, termination clauses, etc.
3. Gain competitive intelligence by seeing how other companies in the industry have structured their deals
4. If you’re negotiating against a particular law firm, or you know of a law firm with a very strong practice area that relates to your deal, you can research that law firm’s deals as well.

The first challenge, once you’ve decided to find legal agreements from a specific law firm, is to find a resource that allows you to search for the firm’s documents.  Of course, you can always use Google (and that may be how you found this blog, so I’m not complaining!).  This can be useful if you are just looking for 1 or 2 examples of a firm’s documents, but not if you want to really be able to search across a large number of that firm’s documents – there are just too many search results that are not on point. 

Let’s use a search for “Simpson Thacher legal agreements” (without the quotes) to illustrate this.  Google, in about a billionth of a second, comes back with 348,000 results.  That’s great, but a quick scan of the first several pages reveals that most of these links are not to Simpson Thacher legal agreements, but instead they are point to Simpson that may or may not involve the word agreements.

By contrast, I’ve linked to a resource above, which contains millions of profiled legal agreements and clauses from top law firms.  You can use the advanced legal document search tools to search specifically for Simpson Thacher agreements, search for agreement clauses, or jump straight to browsing hundreds of Simpson Thacher legal agreements and documents.  This allows a deal attorney or other professional to very quickly drill down and find exactly what is needed to better negotiate and draft the deal.

Negotiating WebSite Development Agreements

Over the past six months, we’ve been re-designing all of our product and web sites with both in-house and external web site development teams.

When entering into these deals, it’s important to engage the right team.  This involves a lot of the ordinary due diligence, which takes time but is so important to delivering your project on time and on budget (or at least close!).  As you know, key issues include:

1. Getting comfortable with the actual team (not the sales guy or company president, but the project lead and developers)
2. Reviewing prior work
3. Talking with actual customers, including those who are not on the referral list
4. Ensuring a proper understanding of your market and customers
5. Strong project management, etc.

Once you are comfortable with the team, the service provider typically provides the initial draft of the contract (as we do with our customers).  Of course, when you are reviewing the proposed deal terms, it is extremely helpful to review similar website development agreements to see how these deals are structured and what the market terms are.  The challenge, of course, is not just to search across Google but instead to find a large, searchable library of these types of legal documents and agreements that you can really drill down into in order to find comparable deals efficiently.  One such repository is at RealDealDocs.com.  Others are available, but none have the same advanced legal document search features.

For a resource that talks about how to negotiate these types of agreements in greater detail, see this helpful series of articles from a UK based firm.

So far, we’ve had pretty good experience with our website design efforts, but of course you can be the judge.  Comments and constructive criticism are always appreciated.

Behind the scenes of the Apple Computer Supply Agreement

It’s always interesting to be able to review transactional documents from leading companies, particularly when the companies appear to be in a position to dictate, or at least heavily influence, the terms.

For example, Apple Computer has become a dominant market player with its iPod player.  In an effort to lock up a secure supply of NAND Flash memory chips for the iPod, it signed a five year deal with Intel and Micron Technology, involving significant prepayments.  For those who are interested, you can see a preview of the deal here, or the full agreement (Apple Computer NAND Flash Supply Agreement) at RealDealDocs.com. 

Interestingly, while Apple Inc. issued a press release about the deal, it was its supply partner Micron Technologies who disclosed the full Supply Agreement in an SEC filing.  Frequently, if you can find a repository of easily searchable legal documents, you can identify important legal agreements from Fortune 500 companies by searching across all agreements in the public record, even if they were not material to the Fortune 500 companies, so long as it was material to one of the parties.  That’s the secret behind RealDealDocs – the ability to find relevant legal agreements and clauses from hundreds of different types of agreements involving large and small companies across the country.

Are more corn supply agreements really the answer?

Over the past three years, fossil fuel and other commodities prices have skyrocketed.  There has been a lot of debate as to the cause of these dramatic price increases – ever increasing appetites for fuel, rampant investor speculation, supply constraints, etc.

Without question, US government subsidies for increased production of corn for use in biofuel creation are further distorting markets and having dramatic and unforeseen impacts on the price and availability of many food sources throughout the world.  The enhanced incentives for corn production have resulted in increased diversion of agricultural land towards corn and away from many other grains, even as corn on a net basis is taken out of the food supply.  This has resulted in shortages of agricultural products across the board, affecting consumers and food industry operators in the US and severely impacting less advantaged people throughout the world.

As many of you know, in this space I tend to focus on entrepreneurial issues.  Personally, I’m very interested in the broader issue of developing alternative energy sources, but I’m just a casual reader of the science behind evaluating the viability of corn as a source of renewable energy.  From what I’ve learned, corn isn’t a particularly efficient source of net energy creation, to say nothing about its affect on the country’s obesity rates as corn-based sweeteners are increasingly used, and it appears that much of this is a political exercise with unfortunate consequences.

If you’re interested in reviewing various types of agreements that corn producers and suppliers enter into, including supply agreements, to see how they are structured and negotiated, I’ve provided links to preview a few of them below:

1. Form of Corn Supply Agreement – Cargill Incorporated
2. Corn and Natural Gas Price Risk Management Agreement – Great Plains Ethanol LLC
3. Corn Protein Concentrate Marketing Agreement – Quality Technology International, Inc.

Of course, you can search through millions of these and other types of legal agreements and deal clauses directly at RealDealDocs.com. 

Sell! Sell! Sell! James Cayne of Bear Stearns dumps it all.

Wow!  The day after JP Morgan Chase accounced a 400% increase in its offer for Bear Stearns’ stock, James Cayne, who recently ranked among the Forbes 400 richest Americans and is the Chairman of Bear Stearns, sold his entire stake of over 5.61 million shares of company stock Tuesday at $10.82 a share, according to a company filing with the Securities and Exchange Commission.

This raises a number of important questions, not the least of which involves insider trading:

1. Does he know something the rest of us don’t?  In other words, is this the best offer that Bear Stearns is likely to get, beyond a doubt? Because if it’s not, it seems unlikely that Cayne would want to dump everything now, given the impact this trade might have on the deal prospects.  And the street has bet that somehow Bear Stearns will fetch more than the $10/share on the table from JPMorgan currently, given that the stock is trading above $10/share.
2. How does this reconcile with typical executive behavior around a deal?  I mean, he dumped everything, and his wife sold another $500k in stock as well.  Isn’t there some type of protocol that insiders should follow?  Please, comments welcome.
3. Is it possible that, in a strange (and maybe unexpectedly sacrificial way), the sale by Caynes may somehow be supportive of the deal?  Difficult to rationally accept, but maybe Caynes is saying that his sale is not a reflection of how the market will react to the deal, but it simply is a reflection of his personal situation, and if it were at all likely to affect the deal he wouldn’t have sold his shares.

I haven’t uncovered his executive comp deal yet, but I’ll post it shortly.  In the meantime, look here if you want to see a lot of executive compensation agreements or other executive employment agreements.