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BLT: July 2016

Our Mini-Theme: An Introduction to Benefit Corporations

Our Mini-Theme

Our Mini-Theme: An Introduction to Benefit Corporations

An introduction to the July 2016 mini-theme on benefit corporations.

The CEO must integrate the relevant staffs—legal, finance, compliance, human resources, and risk—and the relevant business leaders in different ways for different compliance tasks. This dynamic, functional reality is far more important for an effective compliance program than static organizational forms, including where the chief compliance officer reports (CEO or general counsel).

For many years, the federal banking agencies have used publicly available processes, procedures, and matrices to determine both whether a Civil Money Penalty is justified and, if so, the size of the penalty. However, the Financial Crimes Enforcement Network has no publicly disclosed CMP matrix or procedures to determine either a penalty is warranted or, if so, the appropriate amount. Serino demonstrates the urgent need for FinCEN to bring its CMP assessment process into alignment with other regulators.

If your client owns or operates or plans to purchase a business aircraft, it is important to understand that aviation is a highly regulated industry where the requirements of various government agencies are often at odds with each other and with certain of the client’s goals. This article outlines basic ownership and operating options available to aircraft owners, and common pitfalls to avoid when selecting and implementing these options, to help your client achieve regulatory compliance.

This year marks five years since the Consumer Financial Protection Bureau opened its doors in July 2011. The CFPB, an independent federal agency, was created in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act as a direct result of the 2008 financial crisis. The CFPB was designed to stand up for consumers and ensure that they are treated fairly in the financial marketplace.

The importance of social media use in the future of the finance industry is considerable. Over 80 percent of financial advisors use it for business. This article seeks to assist RIAs in developing or refining social media compliance policies and procedures reasonably designed to ensure compliance with the Investment Advisers Act of 1940.

Rubens summarizes key considerations in working as a principal business lawyer helping startup company client implement its first comprehensive IP protection plan and highlights main factors in approaching four key areas of IP. This article also provides guidance in how to prioritize and how to help the client focus on important IP protection issues.

This article addresses international implications of various legal privileges against the backdrop of the Panama Papers. The common law duty of confidentiality, attorney-client privilege, and work-product privilege are examined, and a brief overview of civil law privilege is provided.

Many business lawyers are unsatisfied professionally. We can alleviate the problem by using science, data and real-world examples to determine what motivates us and how to work toward that. By working toward what motivates us as lawyers, we will deliver better results and save our clients time and money.

A data breach can cost a company dearly in a variety of ways, and it is crucial for franchisors to understand the issues posed by cyber security and the methods to tackle it. This article provides an overview of the legal considerations for franchisors and pointers on bolstering the cyber security of a franchise system.

The Securities and Exchange Commission recently announced it had settled charges for alleged unregistered brokerage activity and other alleged securities law violations with private equity fund advisory firm Blackstreet Capital Management. The enforcement action, in which a general partner was found to have improperly acted as an unregistered broker-dealer after earning a success fee on portfolio transactions that BCM brokered in-house, signals the SEC’s increasing scrutiny of sponsors and managers engaging in similar activities.

The Delaware Court of Chancery has often found that the consideration received in a merger to be the best evidence of fair value in appraisal proceedings, but in a recent appraisal decision, the Court of Chancery rejected the deal price in the management-led buyout of Dell Inc. and held that the fair value for Dell Inc. was 28 percent higher than the deal price received by the public stockholders.

Kenneth Bialkin is synonymous with leadership in American business, law, and the Jewish community. Of counsel at Skadden Arps, Slate, Meagher & Flom, Bialkin has spent a lifetime building a thriving corporate and securities law practice, and, at the same time, serving as chairman to some of the top Jewish organizations. He’s served on numerous committees at the ABA and advisory committees of the Securities and Exchange Commission, the New York Stock Exchange, and the American Stock Exchange. In his legal career, he has been involved in some of the largest insurance company mergers and acquisitions in the United States.

Launched in February 2013, the Business Law Section’s In the Know CLE webinars have become one of the premier benefits of the Section. Members can earn valuable CLE on cutting-edge business law topics that feature the industry’s top legal experts.

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Question: Prior to 1990, only two states in the United States had enacted legislation allowing for the formation of limited liability companies. Can you name those two states?

The mini-theme of next month’s Business Law Today will be Business and Corporate Litigation, covering such topics  as conducting business with tribes in the aftermath of the Dollar General Supreme Court split;  the Defend Trade Secrets Act; authenticating digital evidence at trial, and more. Other features will include taxes on legal settlements, offer and sales of securities and exemptions, and highlights from the Section’s Spring Meeting in New Orleans.

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 Spring Meeting
April 6-8, 2017
New Orleans, LA

Miscellaneous IT Related Legal News (MIRLN) 19 February - 11 March 2017 (v20.04)

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.