Month: May 2007

Categories
employment agreement

J. Michael Luttig Supplemental Pension Agreement

Washington Post: Appeals Court Judge Leaves Life Appointment for Boeing. J. Michael Luttig, the federal appeals court judge who was on President Bush’s short list for the Supreme Court but recently clashed with the administration over a terrorism case, resigned from the bench yesterday to become senior vice president and general counsel at the Boeing Co.

Been scouring Boeing’s securities filings since—what’s the date of that WaPo article?—May 11, 2006. Almost a year ago! Finally found a J. Michael Luttig contract. Not an employment agreement, but better than nothing. The big deal is that Boeing will be paying Luttig $225,000 annually for life once he hits age 65. He’ll be turning 53 in a month, so the payments will start rolling in 12 years from now. Certainly, $225,000 is more than the Chief Justice of the U.S. Supreme Court is pulling in salary. But, we’re talking about 12 years from now. Once inflation takes its toll, that sum may not appear as enticing as it does now. If I’m doing my math right, in 12 years with 2.5% inflation, that $225,000 will buy as much as $166,736 in today’s dollars. Not bad for retirement money, but that’s first-year associate money.

Categories
mergers and acquisitions technology

Microsoft Battles Back

DealBook: Microsoft: Tight-Fisted No More? Microsoft had about $28 billion in cash and short-term investment on March 31, an amount the CIA World Factbook tells us is more than twice the gross domestic product of Iceland. But despite its riches, the software giant has shied away from large acquisitions, especially in the past five years or so.

Well, Microsoft could afford to sit on the sidelines for all those years because the only credible threat they faced was all the antitrust litigation. But now, with Google dominating the search industry and offering free online applications, the world has changed. Oh, Google’s purchase of DoubleClick may have played a role in that decision too. You think?

I’ve posted the Microsoft-aQuantive Merger Agreement. Other aQuantive Inc. contracts online as well.

Categories
employment agreement

Lord John Browne’s Employment Agreement

SEC/Press Release: BP Appoints Tony Hayward as Chief Executive as Lord Browne Steps Down. Lord Browne tendered his resignation after the lifting by the UK courts of a legal injunction preventing a newspaper group from publishing details of his private life.

Read the press release for the details. So, was the petroleum industry talking about Lord Browne or Hugo Chavez today? I’ve added the Employment Agreement between British Petroleum Company plc and Edmund John Philip Browne, or Lord Browne of Madingley, to the website.

Categories
cease and desist

Super-Duper Secret Bank Loan Agreement

No better way to celebrate May Day, than to receive another cease and desist notice. This one alleges that we disseminated competitive information that may harm a bank. Believe me, there are plenty of woes ailing the banking sector nowadays, but I suspect publishing contracts on our site is not one of them.

This firm represents First Republic Bank. We are informed that you are the owner/operator of the website: www.onecle.com, on which you post a variety of business and employment contracts for public viewing.

Specifically, we are contacting you to address your unauthorized publication of the Bank’s Note and Revolving Loan Agreement dated January 5, 2004, with its customer Thomas Weisel Partners Group, LLC at http://contracts.onecle.com/thomas-weisel/first-republic-loan-2004-01-05.shtml and the related Unconditional Secured Guaranty at http://contracts.onecle.com/thomas-weisel/svbank-security-2004-06-15.shtml. There is an additional link to the Note at http://contracts.onecle.com/alpha/1188.shtml.

These are private loan documents containing highly sensitive, proprietary information valuable to the Bank. The Bank has not disclosed these documents voluntarily and, therefore, has not waived any right to maintain their confidentiality. The dissemination of this competitive information to the public may harm the Bank, for which you and your company will be held accountable.

Further, we conclude from the Google-based pay-per-click advertising embedded on every web-page that you or your company have received and will continue to receive revenues flowing directly from your wrongful use of the Bank’s work product. Indeed, one can reasonably assume that is the sole and express purpose of the website. Accordingly, if the Bank pursues legal action against you, it will seek to disgorge any and all profits received during the time those agreements were posted.

The Bank demands the following written assurances: (1) that you will remove both agreements from your site within 24 hours; (2) that you will remove the Bank’s name from any list or index appearing on your site; (3) that you will destroy any electronic and paper copies of those documents; and, (4) that you will not use any information gleaned from those documents for any other purposes in the future.

If you refuse to respond, we will assume that you refuse to cooperate and will pursue whatever course of action necessary to protect our client’s valuable rights.

Very truly yours,

Batya E. Swenson

If you are keeping score at home (or in the office), Thomas Weisel Partners Group, Inc. went public back on February 2, 2006. A month before, Thomas Weisel shared some of its alleged super-duper confidential banking agreements with the SEC and the rest of us. Pay a visit to EDGAR, and you’ll find the above-mentioned Unconditional Secured Guaranty and Note and Revolving Loan Agreement. So, exactly the disclosure of which terms in particular may cause the bank harm?

I also like the gratuitous slam about the “sole and express purpose of the website.” Seriously, all we want to do is make material contracts found in public securities filings easier to find. And, we are none too happy that the SEC sends away our friend the googlebot. If the SEC would just remove that little file so that the people of the world can run full-text searches of material contracts found in securities filings, we would be a happy camper. None of this pay to search B.S. that other major legal research sites foists on its users. So, our May Day call to arms is researchers of the world unite.

Oh yeah, and what’s up with “you will not use any information gleaned from those documents for any other purposes in the future”? What information are we supposed to have gleaned from those documents and what exactly do they envision that we will do with this information? Take out a loan?