Author: Ken Chan

Categories
cease and desist

Baccini Calls Us Slavish

Last year, Representative Steny Hoyer apologized “for saying an African-American Senate candidate ‘slavishly‘ supported the Republican Party. Representative Hoyer asserted that no offense was intended. Today, Baccini SpA used the same word to describe our website.

Treviso, 20th March 2007

Dear Sirs

Re: Business Contracts from U.S. Securities and Exchange Commission Filings

We are writing to you with reference to the publication on your website, www.onecle.com, of the full text of a commercial contract dated 28 November 2006 made by and between Baccini SpA, an Italian company based in Treviso (Italy) and JA Solar Technology Co., Ltd, a Chinese company based in Shanghai (China).

We are surprised and seriously concerned that the publication of the above contract, with all details and particulars, may prejudice our rights and commercial interests. Obviously, we are aware of the U.S. Securities and Exchange Commission (SEC)’s mission, focused namely on protecting investors and maintaining fair and transparent securities market, but we are at the same time worried that a large and uncontrolled disclosure to the general public of detailed SEC’s filings by your company may not be precisely in line with those objectives and likewise negatively interfere with our business.

In view of the above, we firmly demand that Onecle Inc. accurately takes into consideration Baccini SpA’s legitimate concern that the slavish reproduction of its business contract dated 28 November 2006 on the www.onecle.com website without any authorisation is only causing detriment to our company, inasmuch as SEC’s mission as above described has been already achieved by the full disclosure of the said contract by our Chinese commercial partner, JA Solar Technology Co, Ltd to the U.S. Commission.

Without prejudice to features of a possible copyrights’ infringement, we then invite you to remove, or cause the removal, from your www.onecle.com site any reference to the contract currently in force between Baccini SpA and JA Solar Technology Co., Ltd, and remain available to discuss with you any reasonably alternative solution which may equally contribute to preserve and protect Baccini SpA’s interest and rights.

We look forward to hearing from you.

Yours Faithfully,

BACCINI SpA

by

Mr. Andrea Baccini
Administrator

We won’t be holding our breath waiting for Baccini SpA to apologize for their unintended slight. As for the “large and uncontrolled disclosure to the general public of detailed SEC’s filings,” believe me, we only wish that were true.

If we only pulled in as much traffic as the website for the U.S. Securities and Exchange Commission, we’ll be dancing in the streets.

sec.png

Categories
sharesleuth

UTEK Uncovered

sharesleuth.com: UTEK Update. The top company in UTEK Corp.’s securities portfolio has encountered a series of setbacks in its attempt to commercialize a powder-coating technology for kitchen cabinets, bathroom vanities and other wood products.

UTEK Corp. contracts have been posted. You will find some alliance and license agreements with various educational institutions.

Categories
litigation partnership agreement

Hunton and Williams Partnership Agreement

Wall Street Journal Law Blog: Hunton & Williams In Flap With Former Partners . Is Hunton & Williams doing right by its former partners? According to a lawsuit filed earlier this month and conversations with former partners, the answer might be no.

The WSJ reports on a lawsuit between Hunton & Williams and some of its former partners. You can read all the details over on their site, as well as view a copy of the complaint. I’ve extracted the Hunton & Williams Partnership Agreement from the complaint, OCR’d, spellchecked and formatted it, for those who are interested. However, there are bound to be some errors that the spellchecker didn’t pick up. Here’s a more printer-friendly version of the partnership agreement. [PDF] I extracted this from the complaint as well and OCR’d the pages. So, even though the pages are scans of the partnership agreement, you can search for terms with the agreement. Not the usual stuff posted on this site, but it’s a contract.

Categories
litigation

Investing in a Tax Shelter

San Jose Mercury: Tech Execs Sue Over Tax Shelter. Five Silicon Valley executives — including four with ties to Cisco Systems — are suing Ernst & Young, claiming the Big 4 accounting firm peddled them a tax shelter that left them owing millions of dollars in taxes, penalties and damages. The five men invested more than $50 million total, a sum that the Internal Revenue Service estimates would generate $150 million in tax losses.

Invest in a company I get. Invest in real estate I get. But, invest in a tax shelter? Huh? I’m not sure invest is the right word to use. At least, unless people are investing at the craps table in Vegas as well. Robert L. Puette “invested” $6,666,667 in the tax shelter. Couldn’t find any contracts involving the other “investors” though.

Categories
ipo

JA Solar Shines

Reuters/Washington Post: China’s JA Solar soars in U.S. market debut . Stock of China’s JA Solar Holdings Co. Ltd., a maker of solar cells, rose as much as 30 percent in its U.S. market debut on Wednesday, boosted by a sunny outlook for alternative energy, analysts said.

I’ve added JA Solar Holdings Co. Ltd. contracts to the site. Quite a few supply agreements, for those following the solar industry.

You can also find SunPower contracts on the site as well.

Categories
employment agreement ipo

Fortress Employment Agreements

Reuters/Yahoo! Finance: First US hedge fund IPO raises $634 million. After weeks of anticipation, packed road shows and massive demand, Fortress Investment Group LLC on Thursday raised $634 million with an initial public offering, the first such move by a diversified private equity and hedge fund in the United States.

Fortress Investment Group LLC contracts have been posted. Just employment agreements, if you are interested.

Categories
severance agreement

West Leaves Weisel

DealBook: Thomas Weisel C.F.O. to Resign. Thomas Weisel Partners, the technology-oriented investment bank that went public a year ago, said that its chief financial officer, Robert K. West, would leave the firm April 6 to “pursue other interests.”

I’ve added Robert West’s Separation Agreement with Thomas Weisel to the website. I’m puzzled though. Why include a confidentiality clause (see ¶ 6), then turn around and publicly file it with the SEC? You can find other Thomas Weisel contracts on our website now.

Another interesting agreement is Thomas Weisel’s Employment Agreement with Thomas Weisel Partners Group Inc.. It includes the permitted uses of the Thomas Weisel name by Thomas Weisel. That’s what happens when you name a company after yourself.

Categories
cease and desist licensing agreement

#1 Problem in Major League Baseball

What are the problems confronting Major League Baseball? Steroids and amphetamines? Those certainly have made the news as of late, and not in a good way either. Well, during this baseball off-season, I received an email from counsel for the Major League Baseball Players Association. And, the #1 problem in Major League Baseball is the disclosure of the Players Association contract with the Topps Company. I hope this problem doesn’t keep anyone out of the Hall of Fame. Here it goes:

We are licensing enforcement counsel for the Major League Baseball Players Association. We do not know how you obtained a copy of the agreement between the PA and Topps, but that is a confidential document. The Players Association demands that you remove this document from your web page and any other place you have it available immediately, and that you destroy any copies of the agreement that are in your possession. Please confirm receipt of this message and that you will comply immediately.

If you want to see what a “confidential” document looks like, here’s the Agreement between The Topps Company, Inc. and the Major League Baseball Players Association. Not exactly sure what confidential terms remain after Topps stripped out the financial terms and requested confidential treatment from the U.S. Securities and Exchange Commission. For those keeping track, The Topps Company is a publicly-traded company. You can find Topps Company contracts with other sports associations on our website as well.

As for how we obtained a copy of the agreement, let’s just say we got it from a source in the federal government. No, not Lewis Scooter Libby. 😉

Categories
employment agreement severance agreement

Gap CEO Closes Shop

Gap Inc. announced that CEO Paul Pressler will step down from his position as president and chief executive officer of the company, as well as resign his seat on the company’s board, effective immediately.

Pursuant to the Employment Agreement between Gap Inc. and Paul Pressler, Pressler is eligible for up to approximately $14 million associated with his severance with the company, assuming a company stock price of $20 per share, which Gap did hit in after-hours once news of the resignation filtered out.

Categories
employment agreement ipo

Salary Negotiation 101

Reuters: Salary.com sets IPO at 5 mln shares, $8-$10 each. Salary.com, which provides on-demand compensation management products, set on Friday its planned initial public offering at 5 million shares for an estimated price of $8 to $10 each.

When I saw the above article, I headed straight to SEC EDGAR to take a peak at Salary.com’s material contracts. I wish they had more employment agreements on file, but I could only find the employment offer letter between Salary.com Inc. and Kenneth S. Goldman. Naturally, the question that follows is how does his compensation compare with Salary.com’s salary range? From the offer letter, we can see that Kenneth Goldman was offered a position as the Senior Vice President and Chief Financial Officer for Salary.com, Inc. In terms of compensation, here’s the relevant paragraph from the offer letter:

Your overall annual total cash compensation package for expected performance should total $259,000.00 per year. This will consist of a base salary of $185,000.00 and an annual variable incentive component targeted of forty percent (40%), as part of the senior management bonus pool; based on your individual and team performance, as well as the company’s satisfactory performance against goals and objectives.

Next, I hopped onto the Salary.com website and looked up the salary range for CFOs in Needham, MA, where Salary.com is located.

salary.jpg

Uh, his base salary is in the bottom 10th percentile. I think he needs to go back in and ask for a raise based on the salary data he found on some job salaries website. 🙂