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Complete collection for May 2006
The Business Lawyer - May 2006, vol. 61, no 3; Empty Voting and Hidden (Morphable) Ownership: Taxonomy, Implications, and Reforms
61(3): 1071 - 1133 (May 2006)
This article provides a broad overview of U.S. federal securities laws and regulations applicable to cross-border tender offers and other business combination transactions, including, a detailed discussion of Regulations 14D and 14E under the Securities Exchange Act and the principal accommodations afforded to foreign private issuers thereunder.
61(3): 1135 - 1181 (May 2006)
This article reviews Central Bank and its limitations, before turning to an analysis of the elements of civil liability for aiding and abetting fraud. The article then similarly identifies and analyzes the elements of liability for aiding and abetting breach of fiduciary duty, which predominantly concerns professionals, such as accountants and attorneys, that are alleged to have assisted wrongdoing by their principal. The analysis then examines aiding and abetting liability in the context of particular, frequently-occurring, factual matrices, including banking transactions, directors and officers, state securities actions, and terrorism. The article concludes by summarizing emerging principals evident from judicial decisions applying this very flexible and potent source of civil liability.
61(3): 1183 - 1189 (May 2006)
The Committee on Corporate Laws of the Section of Business Law develops, and from time to time proposes changes in, the Model Business Corporation Act. This report discusses amendments to Chapters 1, 7 and 14.
61(3): 1191 - 1195 (May 2006)
The Committee on Corporate Laws of the Section of Business Law develops, and from time to time proposes changes in, the Model Business Corporation Act. This report discusses amendments to Chapters 8 and 13 relating to disclosures.
The Business Lawyer - May 2006, vol. 61, no 3; Model Limited Liability Company Membership Interest Redemption Agreement
The Business Lawyer - May 2006, vol. 61, no 3; Annual Review of Federal Securities Regulation