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The following excerpt is taken from A Practical Guide to Software Licensing for Licensees and Licensors: Analyses and Model Forms
by H. Ward Classen, Copyright 2006 by ABA Section of Business Law. Reprinted here with permission. The material contained herein represents the
opinions of the authors and editors and should not be construed to be the action of either the
American Bar Association or the Section of Business Law unless adopted pursuant to the bylaws of
the Association. Nothing contained herein is to be considered as the rendering of legal advice for
specific cases, and readers are responsible for obtaining such advice from their own legal counsel.
To request reprint permission, contact the Manager, Copyrights and Licensing, at (312) 988-6102.
For the complete excerpt, click here
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Message from the Chair, Linda C. Hayman
Do you know an exceptional woman lawyer who would make a great
corporate board director? DirectWomen, www.directwomen.org, a new
initiative of the Section of Business Law, thinks that you do—and is
asking you to help them identify these women.
The mission of DirectWomen is to identify, develop, and support a select group of
accomplished women attorneys to provide qualified directors needed by the boards of U.S. companies,
while promoting the independence and diversity required for good
corporate governance.
According to the 2005 Catalyst Census of Women Board Directors of the
Fortune 500 authored by Catalyst, DirectWomen's project partner:
- Only 14.7% of the members of boards of Fortune 500 companies are
women.
- In 1995, 166 Fortune 500 companies had more than one woman on their
Board. By 2005, that number had only grown to 265.
- At the current annual growth rate of .5%, parity in the number of men and
women serving on Fortune 500 boards will not be achieved until 2075.
- While women make up 50% of management, professional, and related
occupations, only 16% of Fortune 500 board-appointed corporate officers and
only 2% of CEOs are women.
DirectWomen seeks to capitalize on two trends: boards are seeking qualified
women to serve on their boards and at the same time the first wave of
senior U.S. women lawyers is beginning to transition out of the active
practice of law. These women lawyers provide a unique reservoir of
seasoned talent—a tremendous resource for corporations seeking
diverse, independent directors. Many of these women have spent their
professional lives in the business world, often counseling boards. They
possess sterling credentials, sound judgment, and decades of front-line,
real world experience dealing with business, financial, legal, and
management issues.
The inaugural DirectWomen
Institute and the First Annual DirectWomen Awards Luncheon will take place at the
Waldorf=Astoria in New York City, March 29-30. Participants at the
Institute will include not only the women selected to attend the
Institute, but also the faculty including Justice Randy J. Holland of the
Delaware Supreme Court, John C. Wilcox, Senior Vice President, Head of
Corporate Governance at TIAA-CREF, John F. Olson, a partner at Gibson, Dunn
& Crutcher LLP, Ronald J. Gilson, Charles J. Meyers Professor of Law
and Business at Stanford Law School and Marc and Eva Stem Professor of Law
and Business at Columbia Law School, Robert B. Dickie, a nationally known
expert on law and accounting, Margaret M. Foran, Senior Vice
President-Corporate Governance, Associate General Counsel & Corporate
Secretary at Pfizer Inc., and Mary Ann Jorgenson, a partner at Squire,
Sanders & Dempsey LLP.
The DirectWomen Institute and Awards Luncheon promises to be one of
the more memorable events sponsored by the Section in 2007. Only a select
group of qualified women will be invited to attend the Institute itself,
but everyone is invited to attend the DirectWomen Awards Luncheon on
Friday, March 30. Click here for sponsorship opportunities.
The luncheon will pay tribute to the women attorneys
currently serving as corporate directors and the companies
on whose boards they serve. In addition, the DirectWomen
Institute's inaugural class will be introduced.
This year's honorees and the companies on whose boards
they serve include Barbara M. Barrett (Raytheon Company, Exponent Inc.),
Andrea S. Christensen (Keyspan Corporation), Maryellen C. Herringer
(Wachovia Corporation, PG&E Corporation, Pacific Gas & Electric
Company, ABM Industries Incorporated), Lisa A. Hook (Reed Elsevier Group
plc, Reed Elsevier NV, Reed Elsevier PLC, Covad Communications Group, Inc.,
K12 Inc.), Patricia A. King (Golden West Financial Corporation - acquired by Wachovia Corporation), Vilma S.
Martinez (Fluor Corporation, Burlington Northern Santa Fe Corporation,
Anheuser-Busch Companies, Inc.), Victoria A. Morrison (Bed Bath and Beyond
Inc.), Aulana L. Peters (3M Company, Deere and Company, Northrop Grumman
Corporation, Merrill Lynch & Co., Inc.), Sheli Z. Rosenberg (Avis
Budget Group, Inc., CVS Corporation, Equity Officer Properties Trust,
Equity Residential, Equity Lifestyle Properties Inc.), Gloria Santona (Aon Corporation), Laura Stein (Franklin Resources, Inc.), Ann Marie
Tallman (J. C. Penney Company, Inc.) and Kathryn D. Wriston (Stanley
Works, The Northwestern Mutual Life Insurance Company). Click here to view
the bios of these exemplary women.
The immediate task for the inaugural event for DirectWomen is to identify
the select group of women attorneys to be invited to this year's
DirectWomen Institute. If you know an exceptional woman lawyer who may
be interested in applying for one of the places at the DirectWomen
Institute, please:
Each year, the DirectWomen Institute will provide a free orientation
and update on key issues for a group of exceptional senior women business
lawyers, to position them for corporate board service.
Many Section members, including the members of the Steering Committee, the
Advisory Board, the Development Committee and the Institute Screening Committee have
been working behind the scenes to make DirectWomen a success. If the measure
of success of a new venture is the dedication and vision of its supporters,
I predict that DirectWomen will be wildly successful. And, on behalf of the
Section and DirectWomen, I invite you to join DirectWomen at its Awards
Luncheon on March 30 in New York City.
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Linda C. Hayman
Chair, Section of Business Law
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Before initiating litigation, most intellectual property lawyers send a
demand letter. This article provides critical tips on how to respond to
such demand letters.
Business disputes on the Internet increasingly lead to intellectual
property litigation. In the current environment, where you sue or are sued,
and how you frame a claim or defense, can be outcome determinative.
These extensive materials summarize the current requirements of Section 404
of Sarbanes-Oxley regarding internal controls, and proposals to make the
requirements of Section 404 less burdensome while, at the same time,
retaining its benefits.
Changes in how shareholders are exercising their voting franchise may
profoundly alter the relationship between shareholders and directors.
Many public companies face landmines in connection with the granting and
pricing of stock options. These materials examine the potential
consequences of these landmines to companies and individuals, how to deal
with a landmine before or after it explodes, and how companies can avoid
future stock option problems.
(22 MB)
Businesses that provide defined benefit and other postretirement plans may
be required to accrue additional pension liabilities—the result of a
recent accounting pronouncement. The unexpected accrual of liabilities can
cause significant problems in financial statement ratios in loan
agreements.
Introduce yourself to the person sitting next to you on a plane, train or
bus. If that person happens to be the CEO of a Fortune 500 company, pull out
your business card! The author has developed many clients and friendships
using this approach.
Hot Topics in State Regulation of Securities for 2007—a
Review by Joseph P. Borg, President of the North American Securities
Administrators Association.
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Committee Spotlight
To learn more about or join the committees that contributed to this month's practice points, just click on the committee name below.
Section members are eligible to join the Section's committees at no
additional cost. Become involved or simply stay in the information
flow. It's FREE!
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The Section's Committee on Diversity is seeking nominations for its 15th
Annual Jean Allard Glass Cutter Award. The Award will be presented on March 16, 2007
during the Section Luncheon at the 2007 Spring Meeting in Washington, DC.
The Jean Allard Glass Cutter Award is presented to an exceptional woman
business lawyer who has made significant contributions both to the
profession and to the Section of Business Law. The Award is named for Jean
Allard, the first woman to chair the section. For more information
and to submit a nomination, please click here.
The Committee on Pro Bono annually presents two
National Public Service Awards. One recognizes
the pro bono contributions of an individual and
the other recognizes those of a firm/company.
The Awards recognize significant pro bono legal
services that demonstrate a commitment to
providing services to the poor in a business
context and the achievements resulting from the
public service work for the clients and the
client groups represented. The recipients of
the Award will have undertaken a significant
public service project(s) that provided free
business law representation to the poor or to
an organization that predominantly serves the
poor, or improves the provision of such
services. The Award will be presented on March 16, 2007
during the Section Luncheon at the 2007
Spring Meeting in Washington, DC. A complete
nomination package must be submitted to the
Section office by January 19, 2007. For more
information on the Award or to submit a
nomination, please click here. Please
help us solicit nominations by forwarding this
information to your colleagues.
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