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BLT: April 2013

It is critical for in-house counsel to be aware of immigration-related issues that may arise as a result of a restructuring between companies that employ foreign nationals. Companies should work with competent and experienced immigration counsel early on in any transaction to ensure that they are in compliance with immigration regulations and to ensure that foreign national employees remain authorized to work in the United States.

The Securities and Exchange Commission recently has set its sights on registered entities and their officers and directors for overvaluing the entities' assets.

On February 27, 2013, the Supreme Court held plaintiffs in a Rule 10b-5 securities fraud class action for damages need not prove materiality to obtain class certification.

The possibility of damages for breach of contract is sometimes overlooked - or if not overlooked, under-emphasized - in M&A transactions. Many of the best-known Delaware cases focus on breach of fiduciary duty, not breach of contract. However, several recent decisions highlight the risk and consequences of breach of contract.

This month’s IBL explores the Middle Market and Small Business Committee, the Consumer Financial Services Committee, and the Corporate Counsel Committee.

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