Saturday, November 30, 2013
Watch: Miley Cyrus Counts Down To Xmas By Flashing Her Penis Panties
Paralegal Career Opportunities in Litigation Support
federal attorney financial lawyer find a lawyer find an attorney find attorney
Michael Jackson's Doctor Betrays Him with Creepy Interview
It seems that Michael Jackson will never be able to rest in peace. The King of Pop died with his personal physician Conrad Murray by his side in 2009; Murray was convicted of involuntary manslaughter in 2011. Now, the doctor who administered Jackson a lethal dose of the sedative propofol has completed his prison sentence. But rather than move on, Murray is determined to clear his own name -- by spilling Michael Jackson's most intimate secrets to the press.
I’ll Tumblr for Ya
Source: http://legaltalknetwork.com/podcasts/kennedy-mighell-report/2012/07/ill-tumblr-for-ya/
employment attorney employment law employment law courses employment lawyer employment lawyer san diego
Box Office: "The Hunger Games: Catching Fire" Still Holding Strong
Families heading out to the theaters over the Thanksgiving holiday are keeping "The Hunger Games: Catching Fire" at the top of the box office for the weekend of November 29-December 1, 2013.
The second film in the Hunger Games trilogy, which stars Jennifer Lawrence, Josh Hutcherson and Liam Hemsworth, scored another $31 million on Friday and is on track for a $76.6 million three day total.
Disney's animated newcomer "Frozen" looks to be stealing second place with an impressive $25.8 million Friday and a $63.8 million weekend.
Rounding out the top five in earmarked earnings are Chris Hemsworth's action fantasy "Thor: The Dark World" ($10 million) in third, Malcolm D. Lee's "The Best Man Holiday" ($9.2 million) in fourth and Vince Vaughn's comedy "Delivery Man" ($6 million) in fifth.
Jennifer Scholle Jennifer Sky Jenny McCarthy Jessica Alba Jessica Biel
When Is a Non-Binding Term Sheet or Letter of Intent Enforced as a Binding Contract?
In almost all corporate transactions, the first piece of written documentation the parties exchange and execute (after a non-disclosure agreement) is a letter of intent or term sheet (“LOI”), which is intended to summarize the main deal points. And as many corporate transactions involve entities organized in Delaware, these documents often select Delaware as the governing law.
Typically, this same LOI documentation is clearly identified as “non-binding,” as it usually represents merely the initial, tentatively negotiated business points between the main players of each side of the deal. The task is then left to outside or in-house counsel to craft the definitive agreements to memorialize the business points reflected in the LOI. Unless a particular provision is clearly identified in the non-binding LOI as, in fact, “binding” (such as an exclusivity provision), most lawyers assume that there cannot be liability if the definitive agreement differs from the LOI or if no final agreement is ultimately reached based on that LOI. A decision earlier this year from the Delaware Supreme Court, however, calls that assumption into question, suggesting that, under Delaware law, both the “binding” and expressly “non-binding” provisions of an LOI may be enforceable as a binding contract if the trial judge were to determine what the parties “would have agreed to” had they negotiated in good faith. This case calls into question a provision that many practitioners may not focus on: what is (or should be) the governing law for the LOI, as that single provision may make all the difference between a non-binding LOI and an enforceable agreement.
In SIGA Technologies, Inc. v. PharmAthene, Inc., No. 314, 2012, 67 A.3d 330 (Del. May 24, 2013), the Delaware Supreme Court approved recovery of “benefit of the bargain” damages for breach of a duty to negotiate based on an expressly non-binding LOI. SIGA owned a potentially valuable antiviral drug for the treatment of smallpox. However, SIGA no longer had the resources to develop or exploit that drug. Sensing an opportunity for a merger, PharmAthene entered into negotiations to provide financing. SIGA was not interested in a merger and offered to enter into a license in exchange for funding. The parties negotiated a non-binding License Agreement Term Sheet (“LATS”). However, rather than agree to the LATS, PharmAthene insisted that the parties explore a merger first. Therefore, the parties executed to a merger agreement which specifically provided that, if the merger did not close by the stated deadline, the parties would “negotiate in good faith with the intention of executing a definitive Licensing Agreement in accordance with the terms set forth in the LATS.”
Predictably, perhaps, the merger failed to close by the deadline, which was not extended by SIGA. PharmAthene had its lawyers draft a definitive licensing agreement based upon the LATS. However, by this time, SIGA’s fortunes had improved significantly. SIGA had received NIH funding, and estimated that the value of its drug was worth more than three times what it had previously estimated. PharmAthene expressed a willingness to re-negotiate some of the economic terms of the LATS but insisted that the definitive agreement adhere to the structure and general terms contained in the LATS. SIGA suggested a higher up-front payment (from $6 million to $40 million) and a 50-50 profit split, and promised to draft a formal proposal. Instead, SIGA proposed a one-sided, 102-page draft LLC agreement that completely disregarded the LATS, as well as the terms it previously said would be acceptable. PharmAthene objected that the terms were “radically different” from the LATS. SIGA issued an ultimatum that, unless PharmAthene was willing to negotiate “without preconditions” regarding the LATS’ binding nature, the parties had “nothing more to talk about.” The lawsuit ensued.
The Delaware Supreme Court upheld the trial judge’s finding that SIGA breached the duty to negotiate in good faith by proposing terms that were not “substantially similar” to the economic terms in the LATS. The Court agreed that, even though the LATS was not signed and expressly stated on each page that it was “non-binding,” the incorporation of the LATS into the merger agreement, and the language requiring negotiation of an agreement “in accordance with” the LATS nevertheless meant that the parties were obligated to negotiate toward a license agreement with economic terms substantially similar to the terms of the LATS if the merger was not consummated. The Supreme Court upheld the trial court’s finding that SIGA acted in bad faith by proposing completely new terms and effectively disregarding the LATS.
To make matters worse, the Delaware Supreme Court held that PharmAthene could recover “benefit of the bargain damages,” i.e., the value of the licensing agreement that “would have been entered into” but for the bad faith. The Court held that “[w]here the parties have a . . . preliminary agreement to negotiate in good faith and the trial judge makes a factual finding, supported by the record, that the parties would have reached an agreement but for the defendant’s bad faith negotiations, the plaintiff is entitled to recover contract expectation damages.” To be sure, the trial court’s findings were based upon the particular and somewhat unusual facts in this case. Nevertheless, the Court’s determination that SIGA could not insist on terms or conditions that did not conform to the preliminary, expressly non-binding agreement, and that benefit of the bargain damages could be recovered, appears to differ from the laws in other states.
For example, in California (see Copeland v. Baskin Robbins U.S.A., 96 Cal. App. 4th 1251 (2002)) and New York (see Goodstein Construction Corp. v. City of New York, 80 N.Y.2d 366, 590 N.Y.S.2d 425 (1992)), “benefit of the bargain” or lost profit damages generally are not recoverable because, as the Copeland court explained, “there is no way of knowing what the ultimate terms of the agreement would have been or even if there would have been an ultimate agreement.”
As a result of Siga Technologies, individuals who draft LOIs should consider including the following provisions in order to protect their clients and companies:
- Choice of law other than Delaware to govern the LOI (e.g., California or New York). The definitive agreement can be governed by Delaware, but the LOI should not be, given the holding in Siga Technologies.
- Expressly state that the LOI is non-binding (except for confidentiality or exclusivity), disclaim any to be bound by any particular term or to be required to reach any agreement. While it may not be practicable or ideal to include such a provision, practitioners may also want to consider expressly disclaiming any duty to negotiate in good faith.
- Limit the remedies to preclude lost profits, recovery of costs for anything other than a breach of any binding terms that are specifically described.
Parties to a contract should not assume that an expressly non-binding agreement will be found to be unenforceable in every state. By expressly delineating what is enforceable, by limiting the remedies, and by choosing favorable law, parties can limit their exposure and avoid being surprised by an adverse court ruling.
personal injury attorneys personal injury lawyer personal injury lawyers power attorney power of attorney
How To Host A 2 Chainz Thanksgiving
We threw on two gold chains and an apron as we prepared a '#MEAL TIME' feast fit for (rap) kings.
By Emily Blake
Source:
http://www.mtv.com/news/articles/1718236/how-to-host-2-chainz-thanksgiving.jhtml
Heidi Montag Hilarie Burton Hilary Duff Hilary Swank Isla Fisher
Highlights of Health-Law Contraception Cases Supreme Court Will Hear
lawyer malpractice attorneys lawyer office lawyers legal legal advice
Legal-Tech Announcement Kick-off: Smart Phones, Smart Watches, Tablets, and more.
government lawyer green card lawyer immigration attorney immigration law immigration lawyer
One Direction Producer Reveals The Secret 'You And I' Session In Their 3-D Flick
1D collaborator Julian Bunetta dishes to MTV News about all-nighters and recording Midnight Memories track with Zayn Malik.
By Jocelyn Vena
Taking Advantage of Apps and Plug-ins
corporate law corporate lawyer criminal attorney criminal defence lawyer criminal defense
Kelly Clarkson Talks Pregnancy, Morning Sickness and More on ‘Today Show’ (Video)
Kelly Clarkson spoke about her pregnancy and morning sickness, her Christmas album and TV special and more on the Today Show. She also performed her new holiday single, ‘Underneath the Tree. It was her first live television interview since announcing that she is expecting her first child with her new husband, Brandon Blackstock.
The 31-year-old the multi-Grammy winning singer-songwriter spoke with Today Show co-anchor Savannah Guthrie live in Studio 1A at Rockefeller Center. She was attired in a Christmas red dress. “Wrapped in Red,” Guthrie noted, which is the title of her first-ever Christmas album which was recently released. The festive party dress had a gathered waistline and a full 1950s style skirt and did not appear to be concealing a baby bump.
Kelly Clarkson was, however, very much aware of her pregnancy. She said, “I don’t even call it morning sickness because it’s all day and all night, but I’m super excited.”
She acknowledged that in some of the recent interviews she gave she was already pregnant. She did not say which ones, but presumably she already knew during her recent appearance on the ‘Tonight Show’ as she was evasive with host Jay Leno, in saying, “We are not announcing anything right now.”
She said she was planning to wait until the end of her first trimester but made the announcement earlier because of her morning sickness had led to cancellations. “I didn’t want people to think I was cancelling and lazy or something so we just told people.”
Clarkson also talked about why she thinks she will have a girl. “I’m way too early to know. but scientifically I say — this is going to be way too much information — they say if it’s like later, like after you ovulate, girl sperm lasts longer than boy sperm and mine was late. There’s a scientific reason why I think I’m having a girl.”
Asked if she had picked out baby names, she said, “We’re not saying because I don’t want somebody to steal my baby name. I’m still early.” She went on to say, “We named our kid before we were even pregnant.”
Guthrie asked her about some comments she had made in an interview for “Parade” magazine in which she said she had been “pathetically alone for seven years” before meeting Brandon Blackstock whom she would eventually marry.
Clarkson said, “It was a good six and a half [years] but I think it’s because our job is so not normal. We’re on the go all the time. It’s hard to date.” She went on to not that as a talent manager her husband understands what she does and she noted that he can do his job while on the road and thus be with her sometimes.
She also revealed she has written a couple of songs about him, one of which is on the new Christmas album, ‘Brandon’s Song.’ When asked if it was difficult to pick among all the various Christmas classics for the album, she said, “I have been making this CD in my head for years. I hate when you buy an album and all the songs sound the same. I feel jipped. That’s not my album.”
Later in the program, she delivered a spirited and lively performance of one of the songs from the album, ‘Underneath the Tree.’ Earlier she has said she would sing in spite of morning sickness. See the performance and the interview below.
Her holiday special, ‘Kelly Clarkson’s Cautionary Christmas Tale’ will be broadcast on December 11th on NBC. Matt Lauer and William Shatner and others will make appearances on the show.
Pictures: PR Photos
Source: http://feedproxy.google.com/~r/RightCelebrity/~3/D0dVfR5966c/
Jennifer Gareis Jennifer Garner Jennifer Gimenez Jennifer Love Hewitt Jennifer Morrison
Ouch! Lessons Learned from the Morgan Lewis’ Redaction Disaster
Eminem ‘Rap God’ Music Video: A Tribute to Max Headroom, 1980s Icon
Eminem’s ‘Rap God’ has debuted and it’s a breathtaking tribute to the 1980s icon Max Headroom as well as a digitized journey through decades of hip-hop and pop culture history.
The video was directed by Rich Lee for the single from Eminem’s eighth studio album, ‘The Marshall Mathers LP2,’ which debuted at No. 1 on the Billboard 200, one of the year’s biggest in first-week sales. The single itself caused quite a stir upon release for its barrage of references and evocations as well as the sheer rapping virtuosity; at one point Eminem raps nearly a hundred words in just 15 seconds.
So it’s quite fitting that in embodying the ‘Rap God’ it is Eminem himself who portrays the Max Headroom inspired Artificial Intelligence (AI) character. The original, as title character of its own TV series in the 1980s was billed as “the world’s first computer-generated TV host.” We could by inference perceive him as the first-ever computer-generated rapper. It would explain the speed. Or to take it directly from the lyrics, the Detroit MC says “They say I rap like a robot, so call me rapbot.”
Thus the rapbot takes us on a journey through decades of pop culture as captured by video in a dystopia where banks of TV and video monitors glare out and, through video imagery appropriately illustrate the vast amount of pop cultural references and name checks typical of Eminem’s wordplay. It’s a frenetic journey as are the lyrics themselves, which he raps at seemingly superhuman speed.
The music video runs for more than six minutes, and yet, time flies in the mashup of decades of technology and culture — everything from video games to news clips to images of rappers and hip-hop icons from days past including Busta Rhymes, N.W.A., J.J. Fad as well as the late great Tupac Shakur.
The video and the song itself holdup on multiple views as so much is going on it’s hard to take in all of the images and the references at once. But it’s dazzling. If not a rap “god” we are certainly in the presence of a rap masterwork that’s surely destined to become a classic.
And for anyone who remembers the much-too short-lived Max Headroom television series — which starred a digitally altered Max Frewer in the title role — it’s a six-minute nostalgic ride.
The full video is below. And, needless to say, the language is explicit and NSFW.
Pictures: PR Photos
Source: http://feedproxy.google.com/~r/RightCelebrity/~3/6Qp92azoG4c/
Aki Ross Alecia Elliott Alessandra Ambrosio Alexis Bledel Ali Campoverdi
JPMorgan Says It Broke No Law. So Why Pay The $13 Billion?
The banking giant has agreed to pay a record sum to the U.S. government over charges that it knew it was selling risky mortgage products. But it's not clear exactly what, if anything, the bank is admitting to — or if the government's case would have held up in a jury trial.
» E-Mail This » Add to Del.icio.us
traffic lawyer traffic ticket lawyer absolute power of attorney attorney attorney at law
The Filibuster is Unconstitutional, Says Professor
Source: http://blogs.wsj.com/law/2013/11/26/the-filibuster-is-unconstitutional-says-professor/?mod=WSJBlog
find attorney find lawyer free attorney consultation free lawyer free lawyer advice
Friday, November 29, 2013
QUIZ: Male Celebrities: Guess Who's Older!
Brad Pitt or George Clooney? Joseph Gordon-Levitt or Justin Timberlake? See how well you know the ages of your favorite stars!
Ciara Cindy Crawford Cindy Taylor Cinthia Moura Claudette Ortiz
Starting Your Own Bankruptcy Practice
Source: http://legaltalknetwork.com/podcasts/new-solo/2012/10/starting-your-own-bankruptcy-practice/
green card lawyer immigration attorney immigration law immigration lawyer immigration lawyers
Gobble Up These Thanksgiving Movies!
Give thanks with holiday films to make you laugh, cry and realize your family isn't that dysfunctional.
Source: http://www.ivillage.com/thanksgiving-movies/1-b-67053?dst=iv%3AiVillage%3Athanksgiving-movies-67053
Anna Faris Anna Friel Anna Kournikova Anna Paquin AnnaLynne McCord
The Legal Toolkit is Back
Source: http://legaltalknetwork.com/podcasts/2013/03/the-legal-toolkit-is-back/
employment lawyer employment lawyer san diego employment lawyers estate attorney family law
'What Happened Last Night?' Debby Ryan Has No Idea In Disney Channel 'Hangover' Spoof
'JESSIE' star pays homage to the 'iconic' trilogy in 'Good Luck JESSIE: NYC Christmas.'
By Cory Midgarden
Source:
http://www.mtv.com/news/articles/1718256/debby-ryan-jessie-disney-hangover-spoof.jhtml
Elena Lyons Elisabeth Röhm Elisha Cuthbert Eliza Dushku Emilie de Ravin
Still A Teenager, Freed Cartel Killer Will Leave Mexico For U.S.
Three years after the startling arrest of a 14-year-old for acting as a gang's assassin in Mexico, the boy, now 17, is reportedly heading to the United States, according to media and government reports. Edgar Jimenez, nicknamed El Ponchis — "The Cloak" — is a U.S. citizen who was born in San Diego.
» E-Mail This » Add to Del.icio.us
stupid laws traffic attorney traffic lawyer traffic ticket lawyer absolute power of attorney
'Amazing Spider-Man 2' Sets The Stage For Classic Villain
Chris Cooper talks about talks of the Sinister Six and the 'extremely odd introduction' in the sequel.
By Kevin P. Sullivan, with reporting by Josh Horowitz
Source:
http://www.mtv.com/news/articles/1718108/chris-cooper-amazing-spider-man-2.jhtml
Straight From The Hole
Before you dismiss Rideau as a killer who deserved whatever he got, bear in mind that stories from the inside aren't told by saints. Every once in a while, a former inmate emerges with the erudition necessary to put into words the world that most of us never knew existed. When this happens, it's a window through which we need to look. Rideau offers a view of solitary confinement, the hole.
I know something about solitary confinement, because I’ve been there. I spent a total of 12 years in various solitary confinement cells. And I can tell you that isolating a human being for years in a barren cell the size of a small bathroom is the cruelest thing you can do to a person.Deprived of all human contact, you lose your feeling of connectedness to the world. You lose your ability to make small talk, even with the guard who shoves your meal through the slot in the door. You live entirely in your head, for there is nothing else. You talk to yourself, answer yourself. You become paranoid, depressed, sleepless. To ward off madness, you must give your mind something to do. In 1970, I counted the 358 rivets that held my steel cell together, over and over. Every time the walls seemed to be closing in on me, I counted them again, to give my mind something to fasten on to.
Without having been there, it's likely inconceivable to understand what happens to a mind in isolation. Some of us have trouble being alone for an hour, an evening, a day. Add day upon day, year upon year. But not the way it is for us, where we still have access to television or internet, even if there is no other living person around. No, this is completely different.
But to add insult to injury, don't leap to the assumption that if a prisoner ends up in the hole, he must have done something pretty bad to deserve it.
In a world where authorities exercise absolute power and demand abject obedience, prisoners are almost always going to be on the losing side, and they know it.
The typical inmate doesn’t want trouble. He has little to gain and too much to lose: his job, his visits, his recreation time, his phone privileges, his right to buy tuna, ramen and stale bread at inflated prices in the commissary. The ways even a bystander to the most peaceful protest can be punished are limited only by the imagination of the authorities.
Punishment can be deserved or not. There's no due process in prison. There's no one to complain to about being punished based on a false accusation, a trumped up allegation, a guard pissed off by an attitude. Authorities own the lives of prisoners, and can be as harsh as they want to be, as arbitrary as they feel like. And there isn't a damn thing you can do about it.
Rideau explains that the prison protests in California are an outgrowth of a system run amok and no other means of addressing their grievance.
And yet, sometimes things get so bad that prisoners feel compelled to protest, with work stoppages, riots or hunger strikes. On July 8, some 30,000 inmates in the custody of the California Department of Corrections went on a hunger strike to demand improvements in prison conditions. Their biggest complaint was the runaway use of solitary confinement, the fact that thousands of prisoners are consigned to this cruelty indefinitely, some for decades.
While prisoners are sentenced to incarceration, no judge sentences them to isolation for decades. There is no requirement that any neutral party review the decision to inflict this torture on another human being. It can be imposed for a sound reason or no reason at all. Who is to disagree? But no matter what the reason or nonreason, to put a person in the hole for years, for decades, is to impose psychological torture of a terrible kind on a human being. And there is nothing, absolutely nothing, the prisoner can do about it.
In California, inmates did the only thing left for them to do, protest. Not too many of us care about what happened to "criminals." After all, bad dudes who did bad things to other people. A pox on them. They get what they deserve and their out of sight, out of mind. But there is good reason to give them just a little bit of though. For one thing, they are still people, and we are still purportedly a civilized society that doesn't condone the needless brutal treatment of people. But if you lack anything remotely resembling empathy, than do it for your own sake:
Why should you be concerned about the inhumane conditions of prolonged solitary confinement, with all the social, emotional and mental deterioration that it entails? Well, every year men from California’s Pelican Bay and other supermax prisons around the nation are released directly from the vacuum of their cells into free society, to live and work among you and your loved ones. As a matter of self-preservation, maybe we should all join the prisoners’ request for rehabilitative opportunities that will improve the mental health of those in solitary.
Go say "hi" to the guy who moved in down the block kids. So what if he spent the last two decades in the hole and seems a bit odd. I'm sure he'll get over it.
© 2007-13 Simple Justice NY LLC. This feed is for personal, non-commercial & Newstex use only. The use of this feed on any other website is a copyright violation. If this feed is not via RSS reader or Newstex, it infringes the copyright.
Source: http://blog.simplejustice.us/2013/07/17/straight-from-the-hole.aspx?ref=rss
internet lawyer labor attorney lafayette attorney law law enforcement
'X Factor' Recap: 'Treasure' and 'Trouble' on Big Band Night
Top 8 contestants go 'Big' on songs by Bruno Mars and Taylor Swift.
By Adam Graham
Source:
http://www.mtv.com/news/articles/1718259/the-x-factor-recap-michael-buble-big-band-night.jhtml
Brittany Murphy Brittany Snow Brittny Gastineau Brody Dalle Brooke Burke
Judge Scheindlin’s Collection Case and Florida E-Discovery Amendments
international law schools internet lawyer labor attorney lafayette attorney law
Madonna’s Son Rocco Ritchie Hangs Out With Her Ex-Husband Sean Penn In Haiti
Charlies Angels Charlize Theron Chelsea Handler Cheryl Burke China Chow
Building a Foundation for a Comprehensive GRC Program
Tracking relevant regulations and implementing and enforcing related policies and controls
Assessing and managing operational risk
Internal auditing and testing of controls
Dealing with incidents and losses
In this podcast, learn more about achieving such a program and how the right technology enables the bridge-building, tracking, monitoring, standardizing, documenting, communicating, and reporting needed for a GRC program that is proactive, sustainable, and defensible — without requiring a huge staff to support it.
bankruptcy lawyer bankruptcy lawyers best attorney business law business lawyer
Emma Roberts Is Raring To Get Into 'American Horror Story' 'Bitch' Mode
'Coven' star opens up to MTV News about what's next for Madison and the witches on the FX series.
By Jocelyn Vena, with reporting by James Lacsina
Source:
http://www.mtv.com/news/articles/1718194/emma-roberts-american-horror-story-coven-bitch.jhtml
Anne Marie Kortright April Scott Arielle Kebbel Ashanti Ashlee Simpson
Paralegal Career Opportunities in Litigation Support
probate attorney real estate attorney real estate lawyer solicitor solicitors
Gay & Proud of It! Celebs Who Have Come Out
From Bob Harper to Ellen DeGeneres, these gay celebrities have bravely announced their sexuality to the world.
Special Masters in E-Discovery
Source: http://legaltalknetwork.com/podcasts/digital-detectives/2012/10/special-masters-in-e-discovery/
immigration lawyer immigration lawyers injury attorney injury attorneys injury lawers
Happy Friday
Here's a photo of my niece Lila eating a nectarine:
Don't you love her ears? (The one on the left is a little big.) (My sister doesn't like to talk about it.)
Source: http://www.prettyinthecity.com/blog/2011/7/29/happy-friday.html
Camilla Belle Carla Campbell Carla Gugino Carmen Electra Carol Grow
Fire Alarm During Law School Exam Poses Test for Dean
colorado disability lawyer commercial law common law company law conservator
Thursday, November 28, 2013
Justin Bieber: Gold Coast Mayor Not Pleased with Singer's Grafitti
Making his mark in the land down under in a bad way, Justin Bieber was once again caught red handed spray painting a wall of the Gold Coast’s QT Hotel on Tuesday (November 25).
Not only was the "Boyfriend" hitmaker videotaped during the event, he also took to his Instagram account and posted a few snapshots of his artwork.
Although it was reported that the manager approved the graffiti, the mayor of Gold Coast Tom Tate was not impressed and ordered the hotel to remove it immediately.
“The last thing we want is to have graffiti glorified and more young people thinking it’s a cool thing to do,” Mr. Tate explained.
After his statement, the politician took to his Twitter account and directly tweeted to Justin about the situation, writing, "@justinbieber Glad you had a great time on Australia's #goldcoast. Hope to see you back soon to clean up your mess. Make me a #belieber.”
Ana Hickmann Ana Ivanovi Ana Paula Lemes Ananda Lewis Angela Marcello
Watch: Jamie Lynn Spears Releases A Music Video For Her New Country Single ‘How Could I Want More’
Emmy Rossum Erica Leerhsen Erika Christensen Estella Warren Esther Cañadas
Calif. Prison Teaches Convicts How to Code
lawyer lawyer colleges lawyer directory lawyer fees lawyer firm
Third Circuit Joins With the Seventh, Ninth and Eleventh Circuits in Holding That Plaintiffs Asserting 1933 Act Claims Need Not Plead Compliance With the Statute of Limitations, Splitting With the First, Eighth and Tenth Circuits
In Pension Trust Fund for Operating Engineers v. Mortgage Asset Securitization Transactions, Inc., No. 12-3454, 2013 WL 5184064 (3d Cir. Sept. 17, 2013), the United States Court of Appeals for the Third Circuit joined the Seventh, Ninth and Eleventh Circuits, holding that Section 13 of the Securities Act of 1933 (“1933 Act”), 15 U.S.C. § 77m, does not require plaintiffs asserting a claim under the 1933 Act to plead with particularity compliance with the statute of limitations. In doing so, the Third Circuit split from the First, Eighth and Tenth Circuits, potentially triggering review by the United States Supreme Court.
Plaintiffs, purchasers of mortgage-backed securities, sued UBS AG and several of its subsidiaries (collectively, “UBS”) for alleged misrepresentations in the securities’ offering documents and registration statements. As of September 18, 2007, when plaintiffs purchased the securities, both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s (“S&P”) had rated the securities AAA. However, being comprised entirely of loans originated by Countrywide Home Loans, Inc. (“Countrywide”) and Indymac Bank, F.S.B. (“Indymac”), the securities rapidly lost value, and were subsequently downgraded — to B2 by Moody’s on February 20, 2009, and to B by S&P on August 13, 2009. Between late 2007 through 2009, as the financial crisis began to unfold, many news articles also highlighted the alarming default rate for Countrywide and Indymac loans.
Plaintiffs filed their original complaint on February 22, 2010, asserting claims under Sections 11, 12(a)(2) and 15 of the 1933 Act, 15 U.S.C. §§ 77k, 77l(a)(2) and 77o. Plaintiffs subsequently filed an amended complaint, which the United States District Court for the District of New Jersey dismissed without prejudice, ordering plaintiffs to plead with particularity in a further amended complaint that their claims were timely under the applicable statute of limitations set out in Section 13 of the 1933 Act. Defendants moved to dismiss the second amended complaint (the “SAC”) on the basis that the 1933 Act claims were untimely. The district court agreed, applying an inquiry notice standard to determine that the plaintiffs’ claims were untimely, and dismissed the SAC with prejudice. Plaintiffs appealed.
The Third Circuit first took issue with the district court’s ruling that plaintiffs must plead compliance with Section 13. Section 13 requires 1933 Act claims to be brought “within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence.” 15 U.S.C. § 77m. The Third Circuit rejected the reasoning adopted by the First, Eighth and Tenth Circuits that plaintiffs asserting 1933 Act claims must affirmative plead in the complaint compliance with Section 13 because “when the very statute which creates the cause of action also contains a limitation period, the statute of limitations not only bars the remedy but also destroys the liability.” Cook v. Avien, Inc., 573 F.2d 685 (1st Cir. 1978). Instead, the Third Circuit joined with the Seventh, Ninth and Eleventh Circuits, holding that “requiring a plaintiff to plead compliance with a statute of limitations would effectively ensure that a timeliness issue would always appear on the face of a complaint, thereby shifting the burden to the plaintiff to negate the applicability of the affirmative defense.”
The Third Circuit next considered the district court’s application of the inquiry notice standard to determine when the plaintiffs’ limitations period began to accrue. Under the inquiry notice standard, statutes of limitations start to run when a plaintiff “would have discovered general facts about the fraudulent scheme by the defendant rather than specific facts about the fraud perpetrated on her.” The Court held that the district court failed to apply the discovery standard announced by Supreme Court in Merck & Co. v. Reynolds, 130 S. Ct. 1784 (2010). In Merck, the Supreme Court held that a claim under Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), 15 U.S.C. § 78j(b), accrued “(1) when the plaintiff did in fact discover, or (2) when a reasonably diligent plaintiff would have discovered, ‘the facts constituting the violation’ — whichever comes first.” Id. at 1789-90, 1793. The Third Circuit held that Merck, though it dealt with claims under the 1934 Act, was still applicable to the instant 1933 Act claims, because “both statutes incorporate the word ‘discovery,’ which the Merck Court identified as a term of art representing the discovery rule.” The Third Circuit went on to adopt the Second Circuit’s reasoning in City of Pontiac General Employees’ Retirement System v. MBIA, Inc., 637 F.3d 169, 174-75 (2d Cir. 2011) [blog article here], holding that “a fact is not deemed ‘discovered’ until a reasonably diligent plaintiff would have sufficient information about that fact to adequately plead it in a complaint . . . with sufficient detail and particularity to survive a 12(b)(6) motion to dismiss.” Id.
Despite holding for plaintiffs on both the pleading requirements and applicable standard for measuring timeliness, the Third Circuit ultimately upheld the district court’s dismissal of the SAC. Plaintiffs argued that a reasonably diligent plaintiff would not have discovered the misrepresentations regarding the securities until the rating downgrade by Moody’s on February 20, 2009. The Court disagreed, noting that on September 9, 2008, a class of plaintiffs that included the lead plaintiffs in the instant action had “filed an amended class action complaint in the California Superior Court against both Countrywide and UBS Securities, asserting claims under Sections 11, 12(a)(2), and 15 of the [1933] Act that were substantially similar to those in this case.” Given that plaintiffs had been aware of serious issues involving mortgage backed securities sold by UBS and comprised of loans originated by Countrywide and Indymac in September 2008; and that a subsequent investigation that would lead to the discovery that plaintiffs may have viable claims would take no more than two months, plaintiffs were precluded from bringing the instant action any later than November 2009.
Pension Trust has not only placed the burden of testing whether 1933 Act claims are timebarred squarely on defendants, but also has eased the standard for measuring the limitations period in plaintiffs’ favor. Furthermore, there is a clear spilt between the Circuits regarding the issue of pleading timeliness of 1933 Act claims, potentially triggering review by the Supreme Court in the future.
For further information, please contact John Stigi at (310) 228-3717 or Sarah Aberg at (212) 634-3091.
free attorney consultation free lawyer free lawyer advice free lawyer consultation free lawyer consultation california
Alessandra Ambrosio Returns Home for Thanksgiving
On her way home from a modelling assignment in Paris, Alessandra Ambrosio darted through LAX Airport Wednesday (November 26) on her way home to her kids and fiancé, Jamie Mazur.
Sexy in black, the Victoria's Secret superstar wore a tight sweater and a pair of skinnes, accented by black leather high boots and a matching purse.
Alessandra tweeted about her experiences abroad, writing, "Paris is always a good idea! #parismonamour #jetaime #france #work."
The 32-year-old beauty also posted a picture of her gorgeous children, Anja and Noah, giving each other a loving hug. The snapshot was simply entitled, "Back home."
Massachusetts' 3 Strikes Law
Source: http://legaltalknetwork.com/podcasts/suffolk-law/2012/08/massachusetts-3-strikes-law/
immigration lawyers injury attorney injury attorneys injury lawers injury lawyer
Jonathan Groff Is A Looker In New Trailer For HBO's Looking! Watch It HERE!
Jonathan Groff is on the prowl for love? We hope he finds us!
We reported earlier on how awesome the first trailer for HBO's Looking was. Now, the show has just released a new trailer that has, just like us after watching it, grown to a full-length size!
The show tries to accurately capture the gay dating scene in San Francisco, and we kind of hope the series will be the gay male version of Girls!
Ch-ch-check out the new trailer (above)!!!
Source: http://perezhilton.com/2013-11-28-jonathan-groff-new-trailer-looking-hbo
Brittany Daniel Brittany Lee Brittany Murphy Brittany Snow Brittny Gastineau
EEOC can use Teamsters-style pattern-or-practice theory under Title VII § 706
Serrano sued in a class action claiming sex discrimination and the EEOC intervened. The trial court ruled for the employer on a number of issues; the 6th Circuit reversed. Serrano and EEOC v. Cintas Corp (6th Cir 11/09/2012).
The main issue was whether EEOC could pursue a pattern-or-practice style claim pursuant to § 706 of Title VII.
The employer argued that under § 706 the EEOC is limited to proving its allegations of discrimination pursuant to the McDonnell Douglas Corp v. Green, 411 US 792 (1973), burden-shifting framework, and cannot use the pattern-or-practice framework announced by the Supreme Court in Teamsters v. United States, 431 US 324 (1977). The court rejected that argument. Even though the Teamsters case arose under § 707, the theory of that case can be used under § 706.
The trial court erred in holding that the employer was entitled to judgment on the pleadings in light of the EEOC's failure to plead its intent to rely on the Teamsters framework. Although the EEOC's complaint "is not a model of good lawyering," a plaintiff need not indicate at the pleading stage which circumstantial evidentiary framework it plans to use.
Source: http://www.lawmemo.com/blog/2012/11/eeoc_can_use_te.html
business law business lawyer civil attorney colleges for lawyers colorado disability lawyer
Paralegal Proofreading Tips
Kathy Albrecht Sieckman, PLS, PP, ACP developed an interest in proofreading when she sat for a certification exam. Since then she has become known by her family and her co-workers as the go-to person when they have grammar questions. She has worked as a paralegal and a secretary for more than 30 years, where she can apply her extra curricular interest in grammar – You’ll find tips on her blog: www.proofthatblog.com. She is also the marketing director for NALS.
Learn from the experts: Voisin and Sieckman discuss why proofreading is difficult, which proofreading tools you can rely on and those that are unreliable, approaches to proofreading on your own, and common proofreading errors paralegals should avoid.
A special thanks to our sponsor, NALA.
Source: http://legaltalknetwork.com/podcasts/paralegal-voice/2013/08/paralegal-proofreading-tips/
financial lawyer find a lawyer find an attorney find attorney find lawyer
What Should Solos Be Charging?
Source: http://legaltalknetwork.com/podcasts/new-solo/2012/07/what-should-solos-be-charging/
government lawyer green card lawyer immigration attorney immigration law immigration lawyer
So Taylor Swift & Prince William Joined Bon Jovi On Stage the Other Night...
So Prince William is a Bon Jovi fan. Who knew?!
Keeping up with the cloud: software, social media, and more.
The second portion of the show will cover the new service Google Takeout, which provides an easy way to extract your data from online-Google apps like Google Reader, Google Circles, and more. Whether you know it or not, seems like everything is stored online nowadays. Tune in to The Kennedy Mighell Report to keep up with Internet technology and the cloud.
Special thanks to our sponsor, Transporter.
discrimination lawyers district attorney divorce atterney divorce attorney divorce lawers
Keith Urban Chopped Off His Long Hair: Love or Hate It?
Copyright - Stupid Celebrities Gossip 2013. If you see this content on any other website, it has been stolen. Please report.
Source: http://stupidcelebrities.net/2013/11/keith-urban-chopped-off-his-long-hair-love-or-hate-it/
Christina Applegate Christina DaRe Christina Milian Christina Ricci Chyler Leigh
Paralegal Career 101: Dealing with Work-Related Stress
family lawyer federal attorney financial lawyer find a lawyer find an attorney