Inside Business Law

Quarterly Update by the Private Equity and Venture Capital Committee

The Private Equity and Venture Capital Committee published its latest Preferred Returns newsletter in December 2012. The mission of the committee is to provide a unique and highly educational forum for private equity and venture capital practitioners of all experience levels to exchange views and information on current and emerging legal and practical issues, trends, and developments and practice considerations of specific interest or relevance to private equity and venture capital funds, and their investment transactions, portfolio companies, and investors. Although their newsletters are published on a quarterly basis, members may subscribe to the committee's listserve for ongoing discussions.

In the newsletter, the committee highlights several articles and topics from the listserve discussions, which include, among many others, articles and discussions on the JOBS Act and crowdfunding and fiduciary duties in the context of LLCs

  • Matthew S. Brown's article "Crowd Control: Optimizing the Crowdfunding Provisions of the JOBS Act" addresses the practical and legal concerns surrounding the JOBS Act. As of January 1, 2013, businesses may sell up to $1 million of securities online every 12 months to an unlimited number of purchasers. Although the looser regulatory requirements encourage investments in emerging companies, the method of funding may result in costly expenses related to the administration of reporting, disclosure, and solicitation of votes. Brown examines different solutions such as the use of voting agreements or voting trusts to overcome certain issues that may arise for businesses taking advantage of the JOBS Act.
  • Srinivas M. Raju and Robert L. Burns' article " Fiduciary Duties and LLCs: Like Oil or Like Water" reminds us that although the Court of Chancery consistently concludes that default fiduciary duties apply in the context of an LLC, the Supreme Court in Gatz Props., LLC v. Auriga Capital Corp (Del. Nov. 7, 2012), has opened the door to a different interpretation.

Cyberspace Law Committee's Upcoming Events

The Cyberspace Law Committee's recent newsletter is packed with upcoming programs for the new year. The Winter Working Meeting is scheduled for the end of January and the contents of the scheduled presentations are now available. The Digital Media Subcommitee and the Cybersecurity Subcommittee provide recent updates on their projects. Moreover, since the presentation on fiduciary access to digital assets of a deceased or incapacitated person, sponsored by the Cyberspace Law Committee in January 2012, the Uniform Law Commissioners have accepted the recommendations to appoint a drafting committee. For more information on getting involved, please be sure to read the newsletter.

New Edition of the Blue Sky Bugle

The ABA Business Law Section's Committee on State Regulation of Securities recently published the latest Blue Sky Bugle newsletter, packed with content. Be sure not to miss out on discussions on the SEC's Family Office Rule, Rule 506 offerings and investment advisers, and registration requirements in Canada for non-Canadian investment fund managers.



Nominations Sought for Section Leadership Positions

Do you know anyone who has what it takes to be a good Section leader? The Nominating Committee of the Section needs your recommendations for leadership positions for the 2017-2018 association year. Nominees will be selected for: Chair-elect (who automatically assumes the position of chair the following year); Secretary (who automatically assumes the position of vice chair the following year); Content Officer; two Section Delegates to the ABA House of Delegates; and five additional Council members for a four-year term expiring in 2021. The Nominating Committee will take into account the following principles in making its selections. It will: select nominees who have been substantial and active contributors to the Section; seek geographic diversity in the leadership of the Section; strive for representation from a broad cross-section of the areas of law represented in the Section; and seek to draw leaders from a broad cross-section of the various sectors of practice, including corporate law departments, government, academia and private law firms; and actively recruit nominees that reflect the diversity of the Section. Please send your nominations by email to no later than November 18.

Question: Between November 2, 2015 and November 4, 2015, Harris Poll conducted an online survey of 2,017 adults ages 18 and older on behalf of NerdWallet, Inc. to understand U.S. consumers’ credit card payment habits and feelings around different types of debt. The results of this study were published in the 2015 American Household Credit Card Debt Study. According to the 2015 American Household Credit Card Debt Study, what percentage of U.S. adults would be more embarrassed to tell others about credit card debt than any other type of debt?
A. 10%
B. 35%
C. 55%
D. 90%

Question: From the late 1600s to the early 1800s, “debtors’ prisons” were commonplace with many cities and states operating brick-and-mortar detention facilities that were designed for incarcerating individuals who were unable or unwilling to pay their debts. Imprisonment for indebtedness was so commonplace that two signatories of the Declaration of Independence were jailed for failure to pay their debts. Can you name those two signatories?

The November issue of Business Law Today will focus on Nonprofits. Articles will range from the “Delaware Advantage” to nonprofit organizations needing nonprofit lawyers. In addition, other features include keeping pace with disruptive technological change, insurance bad faith recoveries, and constitutional issues in granting Americans a “Right to Dispute.”

Do you have a great idea for a BLT article? Would you like to see more of a featured column? Let us know how we can make Business Law Today the best resource for you and your clients. We welcome any suggestions. Please send us your feedback here.

Business Law Section Fall Meeting
November 18-19, 2016
Washington, DC

Business Law Section Spring Meeting
April 6-8, 2017
New Orleans, LA

Miscellaneous IT Related Legal News (MIRLN) 25 September - 15 October 2016 (v19.14)

BLT is a web-based publication drawing upon the best of the Section's resources, including featured articles and other information from around the Section. Stay informed on the latest business law practice news and information that will benefit you and your clients.