THE BUSINESS LAWYER - FEBRUARY 2007, VOLUME 62, NUMBER 2 ARTICLES The Erosion of the Materiality Standard in the Enforcement of the Federal Securities Laws Richard C. Sauer, 62(2):317-358 (February 2007) The disclosure requirements at the heart of the federal securities involve a delicate and complex balancing act. Too little information provides an inadequate basis for investment decisions; too much can muddle and diffuse disclosure and thereby lessen its usefulness. The legal concept of materiality provides the dividing line between what information companies must disclose—and must disclose correctly—and everything else. Materiality, however, is a highly judgmental standard, often colored by a variety of factual presumptions. Recent years have witnessed an effort by the Securities and Exchange Commission to recast certain such presumptions to make the standard more inclusive. This article examines the practical effects of this development on corporate disclosure obligations and considers how well it squares with judicial pronouncements on the materiality standard. Proving Solvency: Defending Preference and Fraudulent Transfer Litigation Robert J. Stearn, Jr., 62(2): 359-396 (February 2007) Litigating solvency can be a complicated endeavor. This article provides a general road map for proving solvency in the defense of preference and fraudulent transfer litigation. The three common measures of solvency are discussed: The "balance sheet" test; the "unreasonably small capital" test; and the "ability to pay debts" test. The article also provides practical suggestions for defense counsel. REPORTS Legal Opinion Risk Seminar Committee on Legal Opinions, ABA Section of Business Law The Legal Opinion Risk Seminar Papers Thomas L. Ambro and Arthur Norman Field, 62(2): 397-400 (February 2007) Recipient Counsel Responsibilities and Concerns Reade H. Ryan, Jr., 62(2): 401-416 (February 2007) Ethics Issues in Opinion Practice Charles E. McCallum and Bruce C. Young, 62(2): 417-426 (February 2007) Report of the New York City Bar Association Task Force on the Lawyer's Role in Corporate Governance—November 2006, 62(2): 427-514 (February 2007) The Next Generation: The Revised Uniform Limited Liability Company Act Daniel S. Kleinberger and Carter G. Bishop, 62(2): 515-552 (February 2007)
