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Bitmanagement Software GmbH v. U.S. raises important
issues for any company licensing software to the U.S. government,
particularly those that utilize third-party resellers.
Under this decision, even when the government acquires a license
with express limits on the scope of the government s rights
(e.g., limiting installation to a set number of computers), the
parties conduct may give the government an implied license to
use the software beyond the scope of the express license (e.g.,
vast deployments across government networks). However, even
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In mid-March 2020, concerned about opportunistic activist
stockholders, a precipitous decline in oil prices and corresponding
stock volatility, as well as uncertainty created by the
unprecedented COVID-19 pandemic, the board of directors of the
Williams Companies, Inc. ( Williams or the Company ) adopted a one-year stockholder rights plan
with a five percent trigger (the Williams Plan ). Less
than a year later, the Delaware Court of Chancery, after reviewing
the Williams Plan under the Unocal standard, permanently enjoined
it, and found that the directors had breached their fiduciary
Powerhouse Points:
An effective antitrust compliance program should be
incorporated in a company s business practices and internal
controls.
Tone at the top is critical.
Senior management must be held accountable.
The importance of the antitrust compliance program should be
reflected in the company s employee evaluation, incentive, and
compensation systems.
Antitrust compliance training should be tailored to the
company s business.
An antitrust violation can be costly for a company. It can
subject the company to criminal fines. Executives may even be
sentenced to jail. If the company does business with a federal or
state agency, it may be subject to debarment, prohibiting the
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As society increasingly expects corporations, large and small,
to generate positive social impact alongside profits, many
entrepreneurs and executives are incorporating their companies as,
or converting to, Public Benefit Corporations
( PBCs ). As discussed in our articles for
VC
Experts- Can I Raise Venture Capital as a PBC?
and What are My Exit Options as a PBC? -a PBC
is a legal corporate form created by the state of Delaware in 2013
that, among other things, codifies a company s social mission.
Most significantly, a PBC allows a board of directors to make
A decade ago, the Georgia legislature enacted a new restrictive covenant statute, O.C.G.A. § 13-8-51 et al. (the "Georgia RCA"). Among other things, the Georgia RCA permitted Georgia courts.