2002 will be remembered as a year of spectacular corporate failures, economic stagnation and political uncertainty. Global Counsel covered the legal issues raised by these events in depth, as well as many other matters. All of the Global Counsel articles mentioned below can be found at practicallaw.com (simply enter / and the article identity number, for example, A21430, after the web address):
In the wake of the Enron (A23521 (www.practicallaw.com/A23521)) and WorldCom collapses, corporate practices became subject to ever increasing levels of scrutiny throughout 2002. In Germany, the federal government introduced the country's first corporate governance code, which we analysed and compared with similar provisions in France and the UK (A24786 (www.practicallaw.com/A24786)).
The German corporate governance code also introduced new executive compensation disclosure recommendations for German listed companies, while the UK introduced new legislation expanding disclosure requirements (A26310 (www.practicallaw.com/A26310)).
In response to the wave of corporate accounting abuses, in 2002 the US government introduced new securities legislation in the form of the Sarbanes-Oxley Act (Sarbanes-Oxley). We considered the US Securities and Exchange Commission's (SEC) first set of implementing rules issued under this legislation (A26318 (www.practicallaw.com/A26318)). We also overviewed Sarbanes-Oxley's new certification requirements and examined the practical implications for SEC-reporting companies in the US, the UK, France and Germany (A26882 (www.practicallaw.com/A26882)). In addition, we examined the Act's implications for non-US issuers of SEC-registered high-yield notes (A27364 (www.practicallaw.com/A27364)).
We published a range of articles on good practice, including an analysis of the links between corporate social responsibility and profitability (A22134 (www.practicallaw.com/A22134)), and advice on responding to shareholder activism (A24160 (www.practicallaw.com/A24160)).
In addition, our two-part guide to directors' duties and responsibilities in Europe and the US covered the key issues to be considered for a director coming from another jurisdiction to Austria, Belgium, France and Germany (A24787 (www.practicallaw.com/A24787)), as well as The Netherlands, Switzerland, the UK and the US (A27365 (www.practicallaw.com/A27365)).
Our in-house benchmarking series began with an analysis of how in-house departments in the world's leading companies have approached the issue of outsourcing work to external counsel (A26619 (www.practicallaw.com/A26619)).
We also commenced our series on international sales and marketing with an overview of the key legal issues to be considered when designing an advertising campaign, featuring country-specific Q&A for France, Germany, Italy, the UK and the US (A27076 (www.practicallaw.com/A27076)).
Miscellaneous strategic articles for in-house counsel included those on the difficulties involved in enforcing and transferring software licensing agreements in the US and the EU (A25509 (www.practicallaw.com/A25509)), a guide on first steps to litigating in the US for non-US claimants and defendants (A22829 (www.practicallaw.com/A22829)) and a review of the tax law challenges facing global businesses (A27363 (www.practicallaw.com/A27363)).
In the EU, the revision of the EC Equal Treatment Directive and the adoption of the Race and Employment Directives have resulted in the need for in-house counsel to review their companies' non-discrimination and harassment policies (A26884 (www.practicallaw.com/A26884)). We also surveyed how companies deal with employment law issues (A24782 (www.practicallaw.com/A24782)).
Following on from the events of September 11th, 2001, material adverse change clauses in public and private acquisition documents (A21430 (www.practicallaw.com/A21430)) were thrown into the spotlight. In addition, it became essential for companies with business interests in the Middle East to protect their investments effectively (A26319 (www.practicallaw.com/A26319)).
In the recessionary economic climate, the need grew to develop strategies to restructure the debts of an insolvent multinational (A21497 (www.practicallaw.com/A21497)).
The European Commission commissioned the High Level Group of Company Law Experts to assist it in preparing its third proposal for a Takeover Directive (A23512 (www.practicallaw.com/A23512)). The proposal was finally published in October 2002 (A26866 (www.practicallaw.com/A26866)).
Also in the EU, EC law on golden shares (A24785 (www.practicallaw.com/A24785)) was clarified in June, when the European Court of Justice delivered three judgments on the subject.
In France, Germany and the UK, a growing trend towards delisting became apparent (A22683 (www.practicallaw.com/A22683)). In Germany, this process was made easier with the introduction of new "squeeze out" provisions, covered in detail in the Global Counsel Mergers & Acquisitions Handbook 2002 (T2069 (www.practicallaw.com/T2069)).
Another trend observed over the past few years has been the tendency for several companies originally set up as dual-headed structures to be converted into single unified entities (A26307 (www.practicallaw.com/A26307)).
Back in Germany, we published a survival guide to acquisitions of German private companies for non-German buyers (A24161 (www.practicallaw.com/A24161)).
In the field of US securities law, we considered how non-US companies can avoid triggering an unintended obligation to register with the SEC (A23513 (www.practicallaw.com/A23513)).
Elsewhere, following China's accession to the World Trade Organisation (WTO) in December 2001, the country began relaxing restrictions on foreign investment (A22135 (www.practicallaw.com/A22135)).
The European Commission clarified its approach towards horizontal co-operation (A22137 (www.practicallaw.com/A22137)) in its Guidelines on the applicability of Article 81 of the EC Treaty to horizontal co-operation agreements.
In response to decisions such as Boeing/McDonnell Douglas and GE/Honeywell, the EU and US antitrust authorities made renewed efforts at co-operation (A25522 (www.practicallaw.com/A25522)).
In our continuing series on international joint ventures, we analysed the key competition issues to be considered on an international joint venture (A23514 (www.practicallaw.com/A23514)), with country specific Q&A for France, Germany, Italy, The Netherlands, the UK and the US. (Other topics covered in this series throughout the year included, control and minority protection (A22511 (www.practicallaw.com/A22511)) and deadlock and termination (A25498 (www.practicallaw.com/A25498)).)
At the end of the year we carried out our second annual Law Firm Review (A27389 (www.practicallaw.com/A27389)), analysing how the leading firms' strategies played out throughout 2002. We also revealed our law firms of the year, as well as our world rankings comparing the performance of the world's leading firms in all major practice areas across 74 jurisdictions.
The senior and managing partners of the top global firms in Global Counsel 3000's 2001 world rankings talked about measuring success in building and running a global law firm (A21586 (www.practicallaw.com/A21586)).
Following on from this, we considered the crucial roles that knowledge management and professional development play for those law firms trying to establish a global brand (A21948 (www.practicallaw.com/A21948)). On the flipside, the demise of Andersen Legal showed how a global name could cause death by association (A24781 (www.practicallaw.com/A24781)).
For the first time, Global Counsel 3000 was published in three volumes. The first volume issued was Trading direct (T1744 (www.practicallaw.com/T1744)), our guide to the legal systems and key laws for foreign companies doing business in 26 jurisdictions. It was followed by Global Counsel: Which lawyer?, a guide to the leading firms and lawyers worldwide and Global Counsel Network, profiling general counsel and legal departments at major companies worldwide (available to Network members only).
Following on from research undertaken for the Global Counsel Restructuring and Insolvency Handbook 2002 (T2070 (www.practicallaw.com/T2070)) we announced our top ten restructuring and insolvency lawyers (A22826 (www.practicallaw.com/A22826)). Other Global Counsel top ten lawyer announcements included top ten patent lawyers (A21380 (www.practicallaw.com/A21380)) and top ten arbitration specialists (A24159 (www.practicallaw.com/A24159)), the latter based on research conducted for the 2002 Global Counsel Dispute Resolution Handbook (T2095 (www.practicallaw.com/T2095)).
Other Global Counsel Handbooks published in 2002 were the Competition Law Handbook (T2110 (www.practicallaw.com/T2110)), the Communications Industry Report (T2105 (www.practicallaw.com/T2105)), the Labour and Employee Benefits Handbook(T2107 (www.practicallaw.com/T2107)) and the Tax Law Handbook (T2207 (www.practicallaw.com/T2207)).
Over the next few months, Global Counsel will feature articles on:
The general legal issues involved in outsourcing projects in the EU and the US, as well as the attendant employment law implications.
The use of confidentiality clauses and restrictive covenants in executive contracts in a number of European jurisdictions.
The EU and US approaches to private antitrust litigation and remedies.
The practical application of the prohibition in the Sarbanes-Oxley Act of 2002 on loans to directors and executive officers of public companies.
Further topics in our in-house benchmarking series and our series on international sales and marketing, as well as a new series on drafting issues for international lawyers.
The following Global Counsel Handbooks will also be issued free to subscribers in 2003:
February: Life Sciences Industry Report 2003.
April:Dispute Resolution Handbook 2003 and the Mergers and Acquisitions Handbook 2003.
May:Restructuring and Insolvency Handbook 2003 and the Private Equity Handbook 2003.
June:Labour and Employee Benefits Handbook 2003/4.
July/August: GC3000 Trading Direct 2003/4.
September:Competition Law Handbook 2003/4 and GC3000 Which lawyer?
October:Corporate Governance Handbook 2003/4.
December/January:Tax Law Handbook 2004.
Global Counsel 3000 is continuously updated online at www.gc3000.com.
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