BLT: September 2016

Our Mini-Theme: The 2016 Business Law Section Annual Meeting

Our Mini-Theme

Our Mini-Theme: The 2016 Business Law Section Annual Meeting

An introduction to the September 2016 mini-theme on the 2016 Business Law Section Annual Meeting.

The recently enacted Defend Trade Secrets Act is important new legislation that creates a federal, private, civil cause of action for trade-secret misappropriation. For the first time, the DTSA gives American companies the opportunity to protect against and remedy misappropriation of important propriety information in federal court. Businesses should be aware of the salient provisions of the DTSA in order to adequately prepare to employ the protections of the DTSA.

Federal Indian law, specifically in the area of gaming, has influenced the development of the tribal gaming industry in the United States and Canada respectively. In the United States, Indian gaming is a $29 billion industry with some 240 American Indian tribes operating more than 450 gaming operations in 28 states. In Canada, First Nations gaming consists of fewer than 20 casinos with $1 billion in gross revenue. This article posits that the key driver of industry growth is whether federal law recognizes gaming as an aspect of indigenous sovereignty.

If there was any doubt among law firms about their potential vulnerability to cyber-attacks, recent reports of the so-called “Panama Papers” serve as a sobering reminder that the threat is not only real, but also widespread and substantial.

On July 1, 2016, the SEC approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will now require NASDAQ-listed companies to publicly disclose so-called golden-leash arrangements. Golden-leash arrangements generally are defined as agreements or arrangements made by activist shareholders to pay a director or director nominee in connection with his or her service on, or candidacy for, a company’s board of directors, usually in connection with a proxy fight.

Lawyers have used mental rules – heuristics – to answer client questions, such as, “Is that term market?” But today, lawyers have much more accurate tools they can use to answer client questions. To use them they need access to 21st-century gold – the data in documents. Locked in file cabinets and computers are documents that are more than simple text. They contain the stories of legal matters and their outcomes. While the documents themselves live on, the stories within them fade over time. Lawyers end up relying on tribal folklore – stories passed from lawyer to lawyer – instead of hard facts. To compete effectively, lawyers must create, use, and store documents so that the data within them can be accessed, allowing lawyers to rely on facts rather than heuristics.

We are approaching a sea change when it comes to how personal data is created, stored and repurposed. Recent cases between state, local, and federal governments and companies like Apple and Facebook are breaking new ground in the battle between legitimate law enforcement surveillance and user privacy.

Accessing the federal courts via diversity jurisdiction is often a more difficult task for LLCs and other unincorporated entities than it is for corporations. This article reviews recent cases, particularly Lincoln Benefit Life v. AEI Life LLC, applying those rules. The Lincoln Benefit decision examines facial and factual attacks on allegations of diversity jurisdiction and as well jurisdictional discovery. The article also reviews recent cases on assessing business/statutory trusts for purposes of diversity jurisdiction.

This article discusses a variety of bankruptcy and insolvency-related considerations may arise in the context of everyday commercial transactions. The authors point out a number of unforeseen issues that companies may face when their contractual counterparties initiate bankruptcy proceedings and explains ways to mitigate those issues during the negotiation process.

Today’s business lawyers face a toxic paradox of increasing demand for their services with fewer resources to do the job. To combat this problem, a nascent movement is advocating rigorous data gathering and analysis with practical application to business law, using tactics popularized by LEAN and Sabermetrics that have revolutionized manufacturing and baseball, respectively.

The Business Law Section Content Library was launched earlier this month. It is the culmination of years of research, testing, and “tagging.”

The Internet of Things has been touted for years as offering a fairy tale world of functions and services that make modern life easier and better. With this glowing vision comes a darker side, as new technology penetrates into everyday activities, new security threats raise significant new forms of exposure for what might appear at first glance as benign opportunities unrelated to data security. Attorneys must know the risks involved and be able to put their finger on the laws that apply as the promises of ubiquitous connectivity become a reality, for good and ill.

From a business perspective, the past Supreme Court term produced a mixed bag of decisions, with wins, losses, and a lot of uncertainty.

What happens when drafters of LLC agreements use their statutorily granted freedom to adopt a governance structure that is similar to that of a corporation? Does adopting a corporate-style structure also adopt the corporate case law interpreting that structure and imposing restrictions?

When the topic of commercial law comes up, it’s highly likely that Amy Boss will be mentioned. One of the nation’s leading commercial law scholars, Boss, who teaches at Drexel University Thomas R. Kline School of Law, is an expert on legal issues in commercial law and electronic commerce. She’s been at the forefront of the intersection between law and e-commerce, both domestically and internationally.

This month’s “Inside Business Law” highlights the Seventh Annual National Institute on Consumer Financial Services Basics to be held on October 17–19 in Arlington, Virginia, and provides summaries of several recently published committee newsletters, with links to each.



Check back in October for a new trivia question.

The October issue of BLT will focus on Debt Collection and Nonprofits. Feature articles cover such topics as business divorce, commercial contracts post-Brexit, and much more.

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) 4 - 24 September 2016 (v19.13)

Annual Meeting Sponsors

Thank you to our 2016 Business Law Section Annual Meeting Sponsors!

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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.