A Letter of Legal Clearance? What is it? Do I Need One?

In most egg donations and in many embryo donations (anonymous or known), the donors and the recipients meet with reproductive law attorneys (each retains separate counsel, the recipients pay both attorneys’ fees) to discuss obligations, expectations, entitlements and restrictions that either party may intend to impose on the other. Typically, the recipients’ attorney will then draft what is generally known as an Egg Donation Agreement or an Embryo Donation Agreement (depending on the type of donation).

A Letter of Legal Clearance

 

A skilled reproductive law attorney will produce a document, generally 20-30 pages in length that captures, amongst other things, the respective intentions of the donor and the recipients. (I have done much writing and speaking on how imperative it is, in order to protect the donor’s rights as well as to best preserve parentage on the part of the non-genetic recipient, that direct contracts between donors and recipients be mandated by clinics and/or be insisted upon by patients…. more info on why contracts are necessary can be found in other blogs under my Legal Issues tab.)

For those clinics that wisely require direct agreements, most will want to be notified that the contract has been signed before the clinic will allow the cycle to start. There is some debate as to whether or not the clinic (or anyone else) is entitled to receive a copy of the agreement. At my office, because we feel these documents contain private and confidential information, we generally withhold the contract and, instead, issue to the clinic (and the matching agency, if one was used) a Letter of Legal Clearance. Even those attorneys who do feel comfortable sharing a copy of the contract will also send a Letter of Legal Clearance summarizing for the clinic certain terms of the agreement. Clinics will file the Letter of Legal Clearance with the recipients’ cycle records so that, should any action related to the cycle come up in the future (recipients want/need to contact the donor, the child wants to meet the donor, the recipients have excess or residual embryos they now want to donate or dispose of), the clinic is clear as to what was agreed to and they can proceed accordingly. (I’d like to say that I often consider whispering in the ear of certain clinics that direct contracts and Letters of Legal Clearance minimize their exposure to liability….frankly, I’d rather scream it, but, separate blog, separate matter.)

Typically my Letter of Legal Clearance informs the clinic of the following:

1. If the recipients have agreed (or not) that cycle results (number of eggs, embryos and pregnancy outcome) can be shared with the donor;
2. If the donor has agreed (or not) to be reached, through an intermediary, if the child suffers a medical crisis;
3. If the donor has agreed (or not) to be reached, through an intermediary, if the parents or the child should want to contact or meet the donor;
4. If the recipients can dispose of excess cryo preserved embryos by directing the clinic to thaw or otherwise destroy the embryos;
5. If the recipients can dispose of excess cryo preserved embryos through donation for scientific research; and
6. If the recipients can dispose of the excess embryos by donating them to another recipient for family building.

There are many other matters that can be addressed in a Letter of Legal Clearance (as there are many other matters addressed in the Egg or Embryo Donation Agreement including and most importantly, the donor’s relinquishment of parental rights) but the above generally shows how the attorney can inform the clinic of the intentions/expectations of both parties so that the clinic can accommodate any future request consistent with what the parties agreed to at the time of the donation. A Letter of Legal Clearance is a good idea for all who are involved in assisted family building and one that should be strongly considered by those clinics that do not presently require direct agreements. Recipients and donors should also consider the Letter of Legal Clearance as a must-have in order to be best protected throughout the donation process and for many years to follow.

Why Stock Clearance Is Important to Create More Shelf Space by Disposing of Surplus Merchandize

Introduction

Stock clearance refers to an operation that the company undertakes legally to transfer the ownership of its goods to another company, meaning that it no more focuses on the sales of goods offered to the other company.

Companies conduct such clearance sales when they want to get rid of stocks even without making any profit in the process. The reasons for getting rid of stocks could result from excessive stocks, unsold stock or returned goods. The main reason for such sales is to create more shelf space by disposing of surplus or out of date merchandize. To prevent the corporate image of the company from suffering a hit, companies use various marketing techniques, and enter into closed-door deals. Companies may also use such stocks to their advantage and claim tax deductions.

Company Mindset

This kind of sale is different from the usual sale in the sense that the latter serves to push up sales by attracting customers and thus adding to your profit. Here, the companies may sell the goods at or even below their cost price.

Common Phenomenon on the High Streets

High streets, the world over, frequently witness such clearance sales. It is usual to come across stores on high streets displaying signboards saying ‘all items must go’ or ‘stock clearance sale.’ This is a typical phenomenon associated towards the end of a season or when the company plans to pull down the shutters for good. Most stores organize “end of the season sales” to liquidate stocks that remained unsold during the season and thus make room for displaying the latest items for the forthcoming season. Shoppers can generally save a substantial amount of money on buying from such sales.

Be Wary of Customer Reaction

When customers hear that the discounts are a result of a clearance sale, they sometimes get apprehensive about the quality of goods. They would have felt more confident if the company had described the sale as a volume discount sale.

Entrusting the Sale to Surrogates

Certain prestigious stores may carry clearance sale of stocks away from their key stores because they consider clearance sale at their own stores promotes a feeling of misgiving among the customers with the product quality, and the entire idea looks sloppy. Therefore, such stores entrust the job to another surrogate company that buys the entire stock from them and sells it to different stores. That way, the corporate reputation of the company remains intact and it gets rid of all unwanted items in one stroke.

Donation

Another widespread practice followed during stock clearance is donation. On donating the stuff, the company can seek tax deduction on some fraction of the original price. The company can also enjoy an added benefit of transferring the goods to a place distant from the store, or even to a different country. This helps avoiding the local area getting flooded with items under clearance sale, thereby serving as an impediment to selling items at full price.

Online

When planning to buy products online, it is worth calculating how much you will save on buying through a stock clearance sale. It may need a bit of research on your part to know the factual price of items that you plan to buy. At times, the store may claim to offer discounts of 50%, for a highly exaggerated original or list price. If you really want to enjoy the maximum savings, you need to know the precise price at which the item is available elsewhere.

How Defense Contractors Get a Facility Security Clearance

Having a Facility Clearance (FCL) makes a business attractive, but that desire does not provide the needed justification for obtaining a security clearance. The FCL is strictly contract based and demonstrates an enterprise’s trustworthiness. A company is eligible for a facility security clearance after the award of a classified contract. The FCL is a result of a lengthy investigation and the subsequent government’s determination that a company is eligible to have access to classified information.

A company can bid on a classified contract without possessing a facility clearance, but is sponsored for a clearance after the contract is awarded. The interested company cannot simply request its own FCL, but must be sponsored by the Government Contracting Activity (GCA) or a prime contractor. Once the need to conduct classified work is determined, the next requirements are administrative. The company has to submit proof that they are structured and a legal entity under the laws of the United States, the District of Columbia or Puerto Rico and have a physical location in the United States or her territories. The enterprise has to be in good business standing and neither the company nor key managers can be barred from participating in U.S. Government contracts.

The company being sponsored for a clearance should immediately obtain the federal regulations necessary to determine the government’s guidance for working with classified material. For Department of Defense contractors, the National Industrial Security Program Operating Manual (NISPOM) is the most frequently used. The sooner the contractor obtains their copy of the regulations, the quicker they will begin to understand their expected role in protecting the nation’s secrets.

A critical piece of the sponsorship program revolves around the Cognizant Security Agency (CSA) having a good understanding of the subject company and their mission. To do this, the CSA will need to review organizational structure and governance documentation to determine who can commit the company and make decisions. This information includes: articles of incorporation, stock records, corporate by-laws and minutes.

The senior company officer, FSO and other key management employees will be processed for a security clearance. The CSA may also want to see proof of citizenship and other information to determine eligibility for a clearance. The other officers and board members may be excluded from the security clearance process if they will not have influence over cleared contractor decisions.

Aside from corporate entity documentation, the CSA will collect and complete additional forms sometime during the FCL process. These forms include, but are not limited to the Department of Defense Security Agreement (DD Form 441), and the Certificate Pertaining to Foreign Interests (SF328). The CSA will advise the contractor on how to fill out the forms and answer any questions the contractor may have.

The DD Form 441 lists the responsibilities of both the cleared contractor and the government. The contractor agrees to implement and enforce the security controls necessary to prevent unauthorized disclosure of classified material in accordance with the NISPOM. The contractor also agrees to verify that the subcontractor, customer, individual and any other person has the proper need to know and possesses the security clearance necessary to access classified information. The Government will also instruct the contractor on the proper handling, storage and disposition of classified material usually in the form of the DD Form 254. The Government also agrees to provide security clearances to eligible contractor employees.

The SF 328 is used by the contractor and the CSA to determine whether or not and to what extent the cleared contractor falls under Foreign Ownership Control and Influence (FOCI). The primary concern is always protecting classified information from unauthorized disclosure. In today’s changing world it is not unusual for a cleared company to be involved with international business. If classified contracts are under the control of a foreign entity, the classified information could be in jeopardy of unauthorized disclosure. Additionally, items that fall under the International Traffic and Arms Regulation ( ITAR ) could be in jeopardy of unauthorized export. If a contractor falls under FOCI, the CSA will evaluate their ability to mitigate the extent of foreign influence concerning classified information and approve, deny or revoke the FCL. Companies that are determined to fall under FOCI can still compete for classified work; however, there are measures to be taken to ensure that only U.S. persons control the scope of classified work.

The FCL is a determination that a legal entity is trustworthy and able to safeguard classified information. This FCL relates to an organization and not a physical location or building. For example, a cleared contractor organization can move locations and keep the FCL. The FCL remains in place until either party terminates it. If for some reason the contractor no longer needs access or is no longer eligible for access to classified material or either party terminates the FCL, the contractor must return or destroy any classified material to the GCA.