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BLT: April 2014

This article addresses a corporate governance arrangement under which the skill set of the board of directors is supplemented by individuals who are appointed to serve in an observational capacity. It sets forth some of the key issues that parties documenting board observer arrangements should consider.

This article is intended to provide insights and tools that practitioners can use to advise their clients who may currently use advisors or may be considering using them.

Practitioners have been looking forward to a day when court decisions or administrative rulings will have answered some of the outstanding questions about Series LLCs. Thus, it was disappointing when the Fifth Circuit Court of Appeals passed up an opportunity to bring clarity to certain questions and may also have given incorrect guidance for the district court to follow on remand.

In Law v. Siegel, the U.S. Supreme Court clarified the limits on a court’s equitable powers under Section 105 of the Bankruptcy Code. The Court, in denying a bankruptcy trustee’s request to surcharge a debtor’s exemptions to pay the trustee’s costs for uncovering the debtor’s wrongdoing, held that a court can never use its equitable powers to contravene a specific Bankruptcy Code mandate.

On April 4, 2014, the United States Department of Justice’s Antitrust Division announced the first extradition of a foreign national to the United States to stand trial for alleged criminal antitrust law violations. He will now face charges under the Sherman Act for allegedly participating in an international cartel involving sales of marine hoses.

A string of recent Delaware decisions demonstrates that the fiduciary insider trading claim – known as a “Brophy” claim – is anything but antiquated and warrants attention by not only traditional corporate insiders (i.e., directors and officers), but also significant stockholders with board representation or observation rights.

What's the ideal work experience to become the Director of the SEC's Division of Corporation Finance? Easy. Keith Higgins’ resume: 30 years as a corporate and securities lawyer, over 50 IPOs, an abundance of mergers and acquisition deals. After all, Higgins was called the dean of Boston lawyers in IPOs and the securities area.

The Business Law Section held its 2014 Spring Meeting in Los Angeles, California, from April 10–12. Numerous committees and subcommittees within the Section held productive meetings to discuss current and future issues, programs, and topics, and to update their members on emerging trends. And, as always, Section-members presented a plethora of high-quality, engaging CLE programs. The materials for those programs are available through the Business Law Section's website. A few of the programs are highlighted in this month's “Inside Business Law.”

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Question: On April 13, 2010, Maryland became the first state to recognize benefit corporations (or B-corps, as they are colloquially known) with the adoption of the Maryland Benefit Corporation Act (Maryland Corporations and Associations Article §§ 5-6C-01 through -08). The Maryland Benefit Corporation Act was sponsored by a member of the American Bar Association. Can you name him?

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

The August issue of BLT will focus on an important issue in business law practice: diversity. Other feature articles focus on an array of topics: the Yates Memo, protecting your brand in a complicated Internet landscape, and immigration law compliance. This BLT issue contains much more business law content—don’t miss it!

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 – Last chance to save $100. Register by July 22!
September 8-10, 2016
Boston, MA

Miscellaneous IT Related Legal News (MIRLN) 26 June - 23 July 2016 (v19.10)

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.