BLT: July 2013

Exit Stage Left: Getting out of Your Limited Liability Company

Feature Articles

Exit Stage Left: Getting out of Your Limited Liability Company

The importance of addressing exit mechanisms in an LLC Agreement, including a brief description of possible exit mechanisms.

SEC Chairman Mary Jo White in mid-June announced an important change to the Commission's policy of permitting parties to settle SEC securities claims without admitting wrongdoing. Her announcement and other remarks illuminate how co-directors George S. Canellos and Andrew J. Ceresney will oversee the SEC's Enforcement Division.

On May 29, 2013, the Delaware Court of Chancery, in In re MFW Shareholders Litigation, issued an important securities-law decision, holding that the Business Judgment Rule standard of review applies to going-private transactions with controlling stockholders under certain conditions.

The problem of multi-forum litigation, wherein shareholders simultaneously challenge a single transaction in many courts throughout the country, has garnered lots of attention from the judiciary, scholars, and the popular press. One potential solution the Delaware Court of Chancery recently confronted is the enactment of so-called "forum selection bylaws."

Former Business Law Section chair E. Norman Veasey served as the Chief Justice of Delaware for 12 years. During his tenure, the U.S. Chamber of Commerce ranked Delaware's courts first in the nation for three consecutive years for their fair and efficient litigation environment.

While the vast majority of the Committees within the ABA Business Law Section seek to further members' understanding of particular areas of law or areas of practice within the broad umbrella of business law, several Committees focus on how all attorneys can do well, do good, and do right.



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 susan.tobias@americanbar.org 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.