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64(3): 691 - 737 (May 2009)
This Article examines from a practitioner's perspective the specific types and levels of risks that pharmaceutical and life sciences companies confront under the Foreign Corrupt Practices Act. While the companies discussed confront a number of unique risks, many of the insights and recommendations in the Article are relevant to companies in other industries that operate in a global environment.
64(3): 739 - 755 (May 2009)
One of the most important issues involving limited liability companies is the appropriate way to characterize and handle disputes among members. Courts and legislatures borrowed the derivative suit remedy from corporations and limited partnerships and applied it to LLCs without adequately considering whether this application was appropriate. In this setting, the derivative suit creates costs and complications that are unnecessary because more appropriate remedies are available. Accordingly, the derivative suit should not be a default remedy for LLCs. More generally, this analysis provides an example of the potential risks of borrowing LLC rules from other types of business associations.
64(3): 757 - 781 (May 2009)
Most commercial leases of personalty use liquidated damages of some sort in the event of a lessee default and consequent termination of the lease. U.C.C. Article 2A provides a simple formula for determining when such liquidated damages are enforceable (and do not constitute an unenforceable penalty): the liquidated amount must be a reasonable pre-estimate of the harm anticipated by the lessor. This Article briefly reviews the role of liquidated damages in leases and then summarizes the Article 2A caselaw on liquidated damages. In the authors’ view, a number of courts have not properly applied the Article 2A formula. Finally, this Article provides a methodology for how a liquidated damage clause in a lease should be analyzed under Article 2A. This proposed solution would be both more consistent with the intent of Article 2A and more conducive to a vibrant and efficient leasing industry.
64(3): 783 - 800 (May 2009)
Lawyers and law firms have been acting as lead counsel in syndicated lending transactions for many years, but without much guidance concerning the duties and responsibilities of being lead counsel. In this Article, the author sets forth his understanding, based on his own experience and his own opinions, of those duties and responsibilities.
64(3): 801 - 832 (May 2009)
This Report supplements the initial report of the task force published in the The Business Lawyer (61:2 February 2006). This Report describes various inserts to the Deposit Account Control Agreement (DACA) that follow this Report. The Inserts can be used with the DACA in order to conform it to the type of transaction contemplated by the parties. It explains how the inserts may be used with the DACA and then discusses the substance of each insert. This Report provides a discussion of the future work of the task force.
64(3): 833 - 835 (May 2009)
This document is the table of contents for and introduction to the Annual Review of Federal Securities Regulation (May 2010). The Review covers significant developments in federal securities law and regulation during 2009. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments. It is written from the perspective of practitioners in the field of corporate securities law.
64(3): 837 - 847 (May 2009)
This survey summarizes the significant accounting developments as they relate to federal securities regulation in the year 2008.
64(3): 849 - 870 (May 2009)
This survey summarizes the significant regulatory developments in federal securities law in the year 2008.
64(3): 871 - 971 (May 2009)
: This survey summarizes the significant caselaw developments regarding federal securities regulation in the year 2008.
64(3): 833 - 971 (May 2009)
This 140-page document is the complete Annual Review of Federal Securities Regulation. The Review covers significant developments in federal securities law and regulation during 2008. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments. It is written from the perspective of practitioners in the field of corporate securities law.