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. 



Question: In 2013, Edward Snowden facilitated the release of more than 58,000 classified documents and exposed the Section 215 bulk data collection and PRISM monitoring programs. Who is credited in some circles as pulling off the first network “hack” in history? 

Please see Inside Business Law for the answer to this month’s Business Law Section Trivia Question.

The June 2016 issue of Business Law Today will have two main themes: compliance and white collar crime. Compliance topics include practical tips ranging from hiring in the workplace to regulatory compliance with company jets. White collar crime will look inside encryption for lawyers as well as multijurisdictional bribery enforcement. In this issue, readers will get acquainted with the brand-new cyber technology column and the second piece in a three-part series on commercial contracts.

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.

Saratoga Institute on Equine, Racing and Gaming Law
August 9-10, 2016
Saratoga Springs, NY

Business Law Section Annual Meeting
September 8-10, 2016
Boston, MA

Miscellaneous IT Related Legal News (MIRLN) 17 April - 7 May 2016 (v19.07)

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