Inside Business Law

Introduction to the Joint Task Force on M&A Litigation

The Joint Task Force on M&A Litigation is a collaborative project between the Business and Corporate Litigation Committee and the Mergers and Acquisitions Committee. Its co-chairs are the Honorable Myron T. Steele, Chief Justice of the Delaware Supreme Court, and Michael A. Pittenger of Potter Anderson & Corroon LLP.

The Joint Task Force was formed to facilitate a better understanding on the part of the Section's transactional lawyer members of various aspects of M&A litigation that affect their practice, to provide the Section's litigator members with a better perspective on deal dynamics, and to assist all in gaining a better understanding of judicial perspectives on Mergers and Acquisitions. The Joint Task Force will foster collaborative projects and programming opportunities on matters of interest to both M&A deal lawyers and litigators.

The Task Force held its first meeting at the Business Law Section's 2013 Spring Meeting. According to Co-Chair Michael A. Pittenger:

We had a strong and enthusiastic turn out for our kick off meeting in April, and are looking forward to providing many opportunities for deal lawyers, litigators, and judges to collaborate on M&A-related projects. Our first two projects involve grappling with the many problems posed by multi-jurisdictional stockholder class action litigation and providing guidance to M&A deal lawyers about document preservation obligations and spoliation rules. If you are interested in helping with either project or have ideas for other projections, we would love to hear from you.

Update on the Mergers and Acquisitions Committee

The mission of the Mergers and Acquisitions Committee is to discuss, debate, and educate its members on the legal issues relating to, and to collaborate with law schools, the judiciary, and investment banking and other professionals to establish best practices for M&A and related transactions, including with respect to the process of negotiating, documenting, and bringing these transactions to market. The Mergers and Acquisitions Committee is chaired by Mark A. Morton.

Contemporaneously with co-launching the Joint Task Force on M&A Litigation, the Mergers and Acquisitions Committee presented a program titled "What Deal Lawyers Need to Know About M&A Litigation" at the 2013 Spring Meeting, which addressed issues arising in merger litigation that transactional attorneys can head off or mitigate when negotiating and documenting the transaction.

Both the recording of that panel and the written materials are now available online.

Focus on the Director and Officer Liability Committee

The mission of the Director and Officer Liability Committee is to enhance the understanding of the risks to officers and directors in for-profit companies and to provide tools to assist counsel in managing such risks. To achieve that goal, Lewis Lazarus, the Chair of the Committee, explains that, "We aim to become the site of choice for inside counsel and practitioners seeking to stay current with the latest case law and statutory developments affecting director and officer liability."

In keeping with its mission, the Director and Officer Liability Committee prepared the inaugural edition of the Director and Officer Liability Report in March of this year. The report includes:

"Important Cases Regarding Director and Officer Liability: 2012," highlighting six key decisions issued by federal courts and Delaware courts addressing director and officer liability in 2012.

"Defending Directors and Officers Against Breach of Fiduciary Duty Claims in Bankruptcy," by Jeffrey Baddeley, addressing the fiduciary duties of directors and officers as a corporation nears insolvency, becomes insolvent, and files for bankruptcy.

The Committee expects to publish a similar report three times annually to supplement the updates of significant decisions or legislation the Committee sends to those on its listserv.

Finally, the Director and Officer Liability Committee has submitted for publication a model indemnification agreement which it expects to be available through the ABA Webstore in the fall of 2013. 



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.