Volume 66 - Number 1

November 2010 Issue, Vol. 66 No. 1

The Business Lawyer

November 2010 Issue, Vol. 66 No. 1

Complete Collection for November 2010

66(1): 27 - 60 (November 2010)
The issue of corporate officers' fiduciary duties has been a neglected area of Delaware law for over seventy years. This is surprising given the power and authority that these individuals wield over a corporation's business and affairs. The transgressions that took place at large public corporations such as Enron and WorldCom serve as reminders, even after all these years, of how officer misconduct can dramatically affect a corporation's fortunes. Following the scandals that occurred in corporate America in the beginning of the twenty-first century, as well as those that emerged in the recent financial crisis, there has been a renewed focus in certain quarters on rethinking the officer-centric model of corporate management that has come to exist.

66(1): 61 - 84 (November 2010)
Contracts and other transaction documents are frequently said to be complex and difficult to read in order to avoid ambiguity and mistakes. I argue that such complexity has not solved these problems, and may have exacerbated them. Moreover, the problems are likely more widespread than generally appreciated. I examine some typical provisions of a revolving credit agreement that seem secure but that on closer examination (as might be given in litigation) contain potentially serious ambiguities and mistakes. These problems are not isolated instances of bad drafting but symptoms of a systemic problem. I suggest some partial remedies, some simple to implement but others requiring a more radical rethinking as to how a document should work.

66(1): 85 - 124 (November 2010)
This Report reviews the statutory and administrative background of the private offering exemption, and analyzes the development of the safe harbor rules and cases. It also sets forth what the authors believe are the principles currently governing private offering by issuers, affiliates of issuers, and holders of securities acquired in a private offering that are not entitled to a securities exemption, a transnational exemption, or a rule-based safe harbor.

66(1): 125 - 154 (November 2010)
This is the sixth survey from the Corporate Compliance Committee and summaries significant legal developments from the last year regarding corporate compliance and the ethics programs. As in past surveys, Part I reviews developments regarding the United States Sentencing Guidelines for the sentencing of organizations; Part II reviews regulatory developments; and Part III reviews case law developments. In recognition of the increasingly global nature of compliance, this survey adds a Part IV devoted to international developments.

66(1): 155 - 158 (November 2010)
This is the introduction to the survey summarizes that the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009.

66(1): 159 - 174 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece discusses electronic payments as well direct deposits of federal benefits.

66(1): 175 - 182 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece discusses the few decisions that were made in the past year dealing with electronic contracting.

66(1): 183 - 190 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece discusses significant decisions in ESI.

66(1): 191 - 196 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece discusses developments in how e-mail is handled with attorney-client privilege.

66(1): 197 - 204 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece discusses updates to patent law.

66(1): 205 - 212 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece summarizes updates in copyright law.

66(1): 213 - 220 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece focuses on cyberspace trademark law.

66(1): 221 - 230 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece summarizes cases dealing with domain name issues.

66(1): 231 - 236 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece focuses on the most litigated provisions of the CFAA in cases decided between June 1, 2009, and June 1, 2010.

66(1): 237 - 242 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece outlines some of the major legal issues that have emerged relating to cloud computing.

66(1): 243 - 248 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece discusses Section 230 and website owner liability for user generated content.

66(1): 249 - 254 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece surveys recent developments in internet gambling.

66(1): 255 - 260 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece focuses on the FCC’s National Broadband Plan.

66(1): 261 - 270 (November 2010)
This is part of a survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009. This piece focuses on international approaches to avoid copyright infringement online.

66(1): 155 - 270 (November 2010)
This is the complete survey that summarizes the significant legal developments Cyberspace Law since the Cyberspace Law Committee’s last survey in 2009.

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