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64(1): 001 - 035 (November 2008)
This Article takes the position that the clawback provision of the Sarbanes-Oxley Act of 2002 has no scienter requirement and its application should not be limited to officers who have personally engaged in misconduct. Rather, the wording of Sarbanes-Oxley, its legislative history, and the policies it serves call for the clawback to be applied to the chief executive officers and chief financial officers of companies that are required to restate their financials due to material non-compliance with any financial reporting requirement of the securities laws as a result of misconduct, regardless of whether those officers actively participated in the wrongdoing, knew of and failed to correct the wrongdoing, or were oblivious to wrongdoing by employees subject to their control.
64(1): 037 - 058 (November 2008)
The Revised Uniform Limited Liability Company Act (RULLCA), finalized in 2006, adopts a unique formulation rejecting statutory apparent agency authority on behalf of the company. Further, in the member-managed limited liability company, it separates inter se decisional authority from the ability to bind the entity. We trace the history of this development in what is now the dominant form of business organization, explain the objectives and operation of section 301 of RULLCA and its relationship to those provisions addressing inter se decisional authority, and discuss the transition issues that will be faced in a state that adopts RULLCA after having followed the traditional member-managed versus manager-managed paradigm.
64(1): 059 - 077 (November 2008)
This Article first discusses the general standards of section 10(b) liability and the Supreme Court's decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N..A. The next part of the Article compares the judicial standards of secondary actor liability under Rule 10b-5(b) - the bright line, substantial participation, and creator standards - that emerged in the post - Central Bank era. It then discusses Stoneridge and the Court's recent rejection of secondary actor "scheme" liability under Rule 10b-5(a) and (c). Finally, it reviews recent applications of Stoneridge and analyzes the implications of these decisions going forward.
64(1): 079 - 151 (November 2008)
The Working Group’s recommendations center on matters into which attorneys should inquire to ensure legally sufficient disclosure of information on the debtor’s petition, schedules, statement of financial affairs, and Form 22A. The Working Paper includes suggestions regarding the types of documents attorneys can review to obtain information about which the client is uncertain or to verify, where needed, the information the client has provided. These recommendations and suggestions are not confined to representation of clients in consumer bankruptcy cases; their applicability extends to most business and individual debtor cases.
64(1): 153 - 156 (November 2008)
This is the introduction to the survey summarizes that the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2007.
64(1): 157 - 197 (November 2008)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2007. This piece focuses on intellectual property developments.
64(1): 199 - 218 (November 2008)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2007. This piece focuses on electronic contracting.
64(1): 219 - 252 (November 2008)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2007. This piece discusses updates pertaining to stored-value products.
64(1): 153 - 252 (November 2008)
This is the complete survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2007.
64(1): 253 - 277 (November 2008)
This is the fourth survey from the Corporate Compliance Committee. This Survey summarizes significant legal developments from the last year regarding corporate compliance and ethics programs, which consist of an organization’s code of conduct, policies, and procedures designed to achieve compliance with applicable legal regulations and internal ethical standards. Part I reviews significant regulatory developments, and Part II reviews significant case law developments.