Digging Deeper With Westlaw

The February issue of the Metropolitan Corporate Counsel highlights what many of our top Corporate General Counsels are doing in the way of promoting diversity in their selection of outside counsel. This issue also highlights key issues General Counsel's face in the areas of Intellectual Property Rights, Private Equity Financing and more. If you are a current subscriber of Westlaw, this article will help you to dig deeper into these issues through direct links to the information. To get background information on the General Counsels highlighted these articles as well as information on law firms as it relates to this articles, visit Westlaw Profiler on Westlaw by going to the Profile-All database. Westlaw Profiler provides a list of expert witnesses from across the United States with links to summaries of settlements and jury verdicts; other expert witness directories, and abstracts of articles from the selected MEDLINE Abstracts database that they have authored or that mention them. This new feature allows you to quickly connect primary and secondary traditional legal research materials to profiles of attorneys, judges and legal experts.

In addition to focusing on diversity efforts, General Counsel also play a role in making managing the relationships with law firms and legal service providers. The prominence of general counsel's more discretionary role carries many consequences for relationships between corporate clients and law firms. For example, prominent counsel might join forces to mount a collective campaign for change in law firms' practices. Recently, general counsel of eight major corporations began meeting and exchanging information with the objective of improving delivery of legal services. General counsel also might press for information from law firms that may reflect idiosyncratic concerns. More broadly, the diffusion of corporate work among multiple law firms limits the breadth of any one firm's knowledge of the client, empowering general counsel in dealings with firms but reducing the capacity of any one firm to bring judgment to bear when more comprehensive insight into the corporation may be desirable. See, 74 Fordham L. Rev. 955 (2005), *971 -972 available on Westlaw along with many other legal texts and periodicals in the JLR database

Intellectual Property rights have been getting a lot of press recently with the RIM case. It is no surprise that Intellectual Property rights are seen as some of a company's greatest asset. Inside this issue the editors explore the ten things you should know about managing an IP portfolio. For an in depth discussion on this and other aspects of Intellectual Property rights, visit the GC tab on Westlaw and click the Practice Guides link within the Intellectual Property Analytical module. To see the a history of the RIM v. NTAP case KeyCite NTAP, Inc., v. Research in Motion, LTD, 397 F.S.2d 785. And now you can view the direct history of this case, which traces the case through the appellate process, in an easy-to-read graphical view. With the new graphical view of direct history, every reversal, rehearing, reconsideration, denial of certiorari, or other action in a case is placed in context. In addition, to stay up-to-date on Intellectual Property issues, a WestClip entry can be set up to automatically run your Terms and Connectors queries and deliver the results to an e-mail address or another destination you select.

This month's Metropolitan Corporate Counsel also contains a Special Section on Private Equity Financing. "Private equity financing" has become a vogue term in recent years. However, it connotes nothing more than private placements under the private offering exemptions, whether Section 4(2) or Rule 506. The term is used principally to refer to company financing that comes from only one or very few sources, such as venture capitalists, angels, or institutional investors. An entire support industry has developed among lawyers, finders, investment advisers, broker-dealers, and others to assist companies to obtain such financing, including the preparation of business plans, marketing models, contacts with financial sources, and negotiation of investment transactions." See SEC Counseling for New and Developing Companies, sec. 6:11 (2005) available on Westlaw. To see this treatise on line type SECCOUNS, as the database identifier in the search these databases field on the left. This self-contained volume focuses on all the planning tools necessary to effectively advise on primary offerings by companies with fewer than 100 shareholders. It also contains guidelines on secondary offerings by security holders, including applicable federal and state securities laws. This treatise includes coverage of securities concerns for emerging companies; planning for exemptions from federal registration; planning for exemptions under state securities laws; planning secondary distributions; civil liabilities; securities violations; cures, penalties, and attorney liabilities; and analysis of major cases affecting new and developing companies.

Other areas of interest in this issue are; Special section on Atlanta and the Southeast, Entertainment and Sports law, with an interview with Andrew Lee, General Counsel of the NY Jets, and Law Department Management, with particular attention to complex technology agreements. Westlaw has over 10,500 forms and agreements covering many aspects of Law Department Management including those mentioned in this issue, click on the All Forms multibase link in the Advanced Corporate Forms Module within the GC Tab. Here you will find national and state-specific databases on Westlaw containing forms, legal and business forms, transactional forms, litigation forms, pleading and practice court forms, and statutory forms.

For information on becoming a Westlaw subscriber, please visit west.thomson.com or call Jocelyn Tollin at 212.548.7438. Visit http://www.metrocorpcounsel.com/ to access the live links in this article and more.

Published February 1, 2006.