What damages can you recover from in the event of breach of contract?

If you are a party to a contract that has been breached, you have the potential to recover several different types of damages. Since contracts represent the basis of most business transactions, the threat of damages for breaching these agreements is necessary. Damages are the monetary awards provided to a party that has been wronged as a result of a breach of contract. With the help of an experienced attorney, parties who’ve suffered contract breaches can put up legal fights to obtain such damages.

The most common type of damages that result from a breach of contract are compensatory damages. This is money awarded to the party wronged by the breach to compensate for their financial losses. The intent of compensatory damages is to make the wronged party “whole again”. Under the umbrella of compensatory damages are expectation damages and consequential damages. Expectation damages are meant to provide the compensation that the wronged party was supposed to receive from the contract. The contract’s language typically shapes these damages. If the contract’s wording is unclear, market values will determine the amount of expectation damages.

Consequential damages are meant to reimburse the wronged party for the indirect damages that he has suffered. As an example, a business will lose profits if a key machinery or parts are not delivered and goods can’t be created. Yet in order to recover consequential damages, the wronged party must prove that harm has occurred that stems directly from the breach. It must also be proved that both parties could have reasonably foreseen this harm when they signed the contract. Oftentimes, this is quite challenging and business owners must rely on the legal knowledge of skilled attorneys.

Liquidation damages can also result from a breach of contract. These are damages that are specifically detailed in the contract itself. Usually, there is language in the contract that determines a fair estimates of damages in the event of a breach of contract. Punitive damages are meant to punish the party that breaches and dissuade him from breaching again in the future.

Nominal damages are awarded when the injured party does not suffer a monetary loss. The presiding judge uses these damages to express his opinion that the winning party is indeed correct. These are most often awarded in tort cases that overlap with breach of contract cases.

Restitution is considered to be an equitable remedy provided to prevent the party that committed the breach from becoming unjustly enriched. As an example, company A delivers a pallet of bulk candy to company B. Company B fails to pay, so company A is entitled to restitution in the amount of the candy that was delivered but not paid for.

How can a lawyer help you with a merger that went wrong

The mergers and acquisitions industry has been booming for decades but the statistics show that about half of all mergers subsequently fail. Companies routinely miss or flat out overlook red flags that should have been noticed before the actual merger. When it is time for a business to exit a professional relationship. There are a number of potential legal pitfalls. Funds must be divided, property returned and legal agreements must be in place before a clean and permanent exit can be made. There are too many potential legal disasters for you to navigate the separation process by yourself.

Fortunately, lawyers are ready and willing to help companies that have endured a failed merger. Sometimes it is difficult to get the business back on track and operating as designed after a failed connection. There are plenty of legal challenges and bureaucratic rules that the business must comply with in order to return to the former status and resume activity.

Whether your business failed to integrate, if the merger was poorly thought out or if you sacrificed too much for the sake of growth, your business deserves a chance to rebound. Sometimes, mergers are a necessary evil. They force you to assess the market, take note of the competition and attempt to develop a partnership. There are risks involved with the potential for an increased share of the marketplace. There is always the possibility that the merger won’t last.

An attorney will help you pick the proper structure for your business after the separation. You will have a savvy legal mind at your disposal to discuss the subtleties of financial integration with other merger prospects. Your attorney will advise you about tax issues that are raised with different business structures. Your attorney will also help you with all the difficulties involved with changing back your retirement plan and other accounts to their pre-merger status. He’ll provide you with information about all sorts of “poison pills” for potential deals.

A lawyer also has access to a number of professionals in the field of mergers and acquisitions. Lawyers typically lean on advisers in the form of consultants and accountants who provide advice about potential agreements with other businesses. He’ll secure a relationship with an adviser who has the right incentives and use him as a vital resource to evaluate potential deals that arise in the future.

 

$4B FOREX Fines Are Just The Beginning For Banks

Read the full article on Law360, including Martin Russo’s take on the recent investigations: http://www.law360.com/articles/595505

Law360, New York (November 12, 2014, 9:01 PM ET) — Wednesday’s combined $4.2 billion in fines against six banks alleged to have rigged foreign exchange markets are just the beginning of what could be a string of settlements stemming from ongoing investigations into the multitrillion-dollar market. The penalties announced by the U.S. Commodity Futures Trading Commission, the Office of the Comptroller of the Currency, the U.K. Financial Conduct Authority and Swiss market regulators targeted JPMorgan Chase & Co., Citigroup Inc., UBS AG, the Royal Bank of Scotland PLC, HSBC Holdings PLC and Bank of America Corp,…

The Role of Lawyers in a Broker Dealer Formation

A law firm with a broker dealer practice typically often serves a diverse client base. Numerous entities require an attorney’s services for broker dealer formations. These include regional, national and international broker dealer firms as well as their affiliates, investment advisers, insurance companies and hedge funds.

An attorney’s role in a broker dealer formation is wide ranging. He typically offers advice on legal aspects including broker dealer regulation and the intricacies of cross border activities. In the international context of broker dealer formations, attorneys represent firms, establish rule 15a-6 relationships with domestic broker dealers and offer assistance in the acquisition of U.S. Broker dealers.

An attorney with a hands-on approach will handle all relevant registration issues including the application process of self-regulatory organizations (SROs). He’ll be intimately involved with these challenges from beginning to end. Attorneys also offer advice regarding the optimal business vehicle from a tax perspective and commercial perspective for both LLPs and LLCs at home and abroad. He’ll help to establish the structure of both ownership and income distribution in a way that optimizes tax efficiency.

Throughout the broker dealer formation, an attorney will draft an array of important documents. These include advisory agreements, operating agreements, subscription agreements, advisory agreements, administration agreements, placement agreements, underwriting agreements, registration forms, compliance manuals, engagement letters and side letters. He’ll manage the complexities of the regulatory application beginning with its filing on through to pre-membership interviews. An attorney will also prepare filings in accordance with state and federal securities laws and commodities laws. He can also provide advice regarding employee incentives, employee contracts and intellectual property rights.

Attorneys can also provide legal advice concerning the regulatory, tax, commercial and corporate facets of broker dealer formations. He’ll help to maintain the business’s continuity while ensuring a smooth regulatory process. An attorney will asses broker dealers and other candidates for acquisition through comprehensive due diligence reviews. This analysis will include an exhaustive probing of targets’ management foundation, internal controls, filings with regulators and more. Attorneys with mergers and acquisitions colleagues will be able to collaborate in an effort to advise broker dealer clients regarding the specific legal and regulatory challenges that result from the acquisition of a brokerage firm.

Broker dealer regulation is a dynamic and challenging process that requires the expertise of an attorney. He’ll stay aware of regulatory changes that have already been implemented as well as those that are pending. He’ll ensure compliance with changes and offer valuable advice regarding all relevant aspects of regulation. Attorneys understand the intricacies of authorization requirements, client classification, regulatory capital and more. Well versed broker dealer lawyers will even be able to draft, audit and reform supervisory and compliance policies and manuals.

 

Internal investigations for publicly-held companies

Publicly held companies often have conflicts and crises that demand an international investigation. Oftentimes, such organizations lean on law firms to conduct these investigations. Sometimes the expertise of an attorney or a team of attorneys is required in response to “up the ladder” style reports from whistle blowers, auditors and others. Internal investigations are also necessary as a means of responding to regulatory enforcement activities.

Whenever an internal investigation is conducted by a team of attorneys, they must be cognizant of the fact that a series of ethical and strategic elements typically arise. Oftentimes, these are the direct result of a whistle blower’s actions. It is up to the attorneys to navigate these sensitive issues in professional, respectful and moral manner.

In other instances, attorneys provide legal counsel to committees or directors while an internal investigation is being performed. Their knowledge of the law’s minutia helps publicly held companies in a number of legal contexts. For example, a group of experienced attorneys can perform an exhaustive internal investigation of publicly held company’s committees or records in an effort to have a wide range of legal actions dismissed.

Other issues that attorney led internal investigations can resolve include employee and officer misconduct, financial fraud, conflicts of interest, insider trading, FCPA issues, misappropriation of assets, bribery, bid rigging, price fixing, counterfeiting, embezzlement and much more. Highly trusted attorneys are also capable of representing the corporate executives of publicly held companies during internal investigations conducted by outside sources such as an Audit Committee Counsel.

A well-seasoned legal team is particularly valuable to conduct an internal investigation as a key component of a coordinated defense when the prospect of a criminal inquiry is raised. Publicly held companies often desire the assistance of attorneys to conduct an investigate of such an alleged wrongdoing and to subsequently provide advice regarding the next step. This is a critical service as it might result in the reporting of a wrongdoing to law enforcement authorities.

Regardless of the type of internal investigation that attorneys undertake, they must go to great lengths to draft investigation plans that are uniquely tailored to the idiosyncrasies of each publicly held company. A team of experienced attorneys will go out of their way to work in unison with the company’s already existing internal audit staff in an effort to maximize the internal investigation’s efficiency and accuracy.

 

Enforcement proceedings initiated by the Securities and Exchange Commission and Department of Justice

When the SEC initiates an enforcement proceeding, the company in question should lean on the legal experience of a knowledgeable securities defense attorney. A skilled attorney is capable of defending both large corporations as well as sole proprietors in such an important scenario. Securities enforcement investigations are oftentimes egregiously complex. These challenges require the attention of an attorney who knows exactly how to navigate such matters with the artful precision of an experienced legal veteran.

A securities enforcement proceeding is often undertaken to investigate violations like securities fraud or unregistered offerings. Such proceedings can trigger a number of unfortunate results. These include temporary restraining orders (TROs), court ordered receiverships, disgorgement, preliminary and permanent injunctions, monetary penalties, asset freezes, director and officer bars and administrative orders that can bar organizations from the securities industry. Since the ramifications are often quite severe, a securities enforcement proceeding will require the legal experience of an attorney. He’ll help to protect the company’s brand, reputation and potential for profits.

An experienced attorney will understand the nuances of securities laws and regulations. The rules of the game aren’t static. They are dynamic, meaning that they change on a routine basis. Regulators and judges also have the freedom to make their own interpretation of the rules as they see fit. When the rules change, they can have an enormous impact on current cases and disputes. Without the help of an advanced legal team, a corporation faced with an enforcement proceeding will face a steep uphill challenge that is just about insurmountable. Life is much easier with a team of attorneys in your corner.

When an enforcement proceeding occurs, the attorney’s first responsibility is to handle the initial inquiry. He’ll be there for every critical juncture from there on out. After the inquiry, he’ll help to protect the company’s interests throughout the formal investigation. He’ll respond to administrative subpoenas for documents as well as “on the record” style testimony. His role will be essential during litigation, administrative hearings, pre-trial hearings, and any potential settlement negotiations.

These legal hurdles are significant and they have the potential to cripple an organization that lacks the proper legal representation and assistance. An accomplished litigator will draw on his breadth of securities knowledge and experience to handle an enforcement proceeding with the attention and care that it deserves. Savvy attorneys understand that each case requires an approach that is individual tailored to the specifics of the matter at hand. This attitude empowers a legal team to keep an open mind and determine the course of action that best serves the interests of each unique client.

 

How An Attorney Can Help You with Corporate Compliance for Publicly Held Companies

Being a business owner is both rewarding and challenging. Helping and serving others leaves you feeling satisfied and eager to continue doing what you love, but having to deal with issues like taxes, bookkeeping and legalities may leave you ready to give up and become an employee in someone else’s company. Corporate compliance is one issue that requires the assistance of someone who deals with the topic regularly and is well-versed in best practices.

Martin Russo, attorney at law, makes your business his business and is able to help you with corporate compliance for your public company. Failing to comply with corporate compliance requirements can result in serious legal consequences which will waste far more resources than taking the time, money and effort to follow them from the start. Hefty fines, penalties and government sanctions may be imposed if your company fails to adhere to corporate compliance laws.

Attorney Martin Russo can help you with:

  • Developing your company’s compliance plans, manuals and codes of conduct.
  • Adhering to the federal securities law’s reporting and disclosure requirements.
  • Complying with the securities exchange and self-regulatory organization requirements.
  • Training and educating employees in related matters.
  • Conducting internal audits on the company.
  • Guiding you on privacy and security issues.

Attorney Russo is available to offer you guidance from his extensive knowledge and experience so that you can address each of the compliance issues thoroughly. By being proactive in your approach you can avoid future legal problems and remain compliant with the applicable government guidelines and regulations.

One thing that is certain in every business is that you will run into unexpected and unforeseen problems that you’re not able to handle on your own. He is here to handle those issues for you so that you can focus on doing what you do best.

For a consultation to discuss corporate compliance of your publicly held company with Martin Russo, attorney at Gusrae Kaplan, contact him at 1-212-269-1400 today. He will help you create an effective corporate compliance plan that meets both the needs of your company and the government requirements.