Month: April 2007

Categories
licensing agreement technology

Retro Contracts from the Dot.Com Era

Earlier this week, the SEC revoked the registration of FinancialWeb.com, Inc. for failing to file required periodic reports with the Commission. When did FinancialWeb.com last file a quarterly or annual report? That would be Fall 2000. Almost seven years ago. No rush to judgment here.

I added FinancialWeb.com contracts to the website. All the contracts are old I know. Additionally, the year 2000 was a different era for Internet companies and stocks. You will find all the classic contracts that dot.com companies signed, such as a domain purchase agreement, a “novelty” web site purchase agreement (how else do you describe SlugFest.com?), and all the various content licensing agreements to fill out a new website.

Categories
cease and desist

iVillage – Read the Manual

It must be cease-and-desist Friday. Got one from iVillage today. Here it goes:

I write on behalf of iVillage Inc. (“iVillage”) with respect to certain contracts between iVillage and third parties that are posted on your site at www.onecle.com. As the creator of such contracts, iVillage owns the copyright in the contracts. Although these contracts were made public through filings with the Securities Exchange commission, such filings do not eliminate the copyright that iVillage holds in such contracts. As iVillage Inc. has not granted Onecle, Inc. any right to publish, reproduce or distribute these contracts, their inclusion on www.onecle.com is an infringement of
iVillage’s copyrights.

We demand that you immediately remove all iVillage contracts from your site. If the contracts are not removed from www.onecle.com by 5:00 pm EST on April 30, 2007, we will be forced to explore all legal options available to us.

We are hopeful that this matter can and will be resolved amicably; however, iVillage Inc. reserves all rights in the event no such resolution is reached.

Sincerely,

Karen A. Greenstein
Vice President, Legal Affairs

Let’s see what the EDGAR Filer Manual says about this matter:

When the EDGAR system has completed the processing of your submission, if it is live and public, it will be transmitted electronically to a number of third parties. (There are some individual documents that are considered non-public which will not be immediately disseminated. They may be subsequently disseminated by the SEC if they meet certain criteria.) Dissemination can often occur within seconds of your transmission. Private companies may post your filing on their websites for public use of their subscribers. The filings are also posted on the SEC’s Public Website.

Well, looks like we have a conflict here. If iVillage is right, then the U.S. Securities and Exchange Commission is wrong. After all, what else could “Private companies may post your filing on their websites for public use of their subscribers” mean?

Categories
ipo securities litigation

IPO Tanks. Lawyers Issue Press Release.

Prime Newswire: Investor Notice: KGS Announces Investigation on Behalf of Purchasers of Sourcefire, Inc. Kahn Gauthier Swick, LLC (“KGS”) announces that it has commenced an investigation into Sourcefire, Inc. (“Sourcefire” or the “Company”) (Nasdaq:FIRE) to determine whether it has violated federal securities laws by selling stock pursuant to a materially false and misleading prospectus in or about March, 2007.

Sourcefire’s stock has sunk since it’s IPO. We haven’t found any violations of federal securities laws, but we just want to let you know that we’re starting to look into it. And, that is worth a press release? Sourcefire Inc. contracts have been added. No, we will not be issuing a press release. Bah!

Categories
severance agreement

A No-Lose Situation

New York Times DealBook: Sovereign Ex-Chief Says His Exit Was ‘Misinterpreted’. When Jay Sidhu resigned as chief executive of Sovereign Bancorp last October amid pressure from investors over his deal-making, the Philadelphia-based bank said he was leaving for “family health reasons.” Later, though, Sovereign disclosed in regulatory filings that Mr. Sidhu had faced “threatened termination by the company without cause.”

I’ve added Sovereign Bancorp Inc. contracts to the site. Items of interest include the “Retirement Agreement” between Sovereign and Jay Sidhu, as well as the Settlement Agreement between Sovereign and Relational Investors. Since when do you threaten to terminate someone, then turnaround and handout a 3 year consulting gig for $40,000 per month? If you’re thinking that he will toiling away for a mere $40,000 a month, think again. “Executive’s duties shall not exceed 40 hours per month of consultation….” Should we all be so lucky.

Categories
ipo

comSCORE conTRACTS

TechCrunch noted last week that Comscore had filed its Registration Statement to go public. Here are the comScore Inc. contracts from that filing.