BLT: July 2011

Business & Corporate

Vendor Due Diligence: Could It Catch On Here?

Lee J. Potter, Jr.

This article explains the “vendor due diligence” model associated with many prospective M & A transactions in Europe. Under this model, the seller takes the lead in providing due diligence information. The author discusses the advantages and disadvantages of this approach.

Business & Corporate

From Private to Public Ordering: An Expanding Federal Role for Regulating Privacy and Data Security?

Edward A. Morse

This article examines the prospects for new government intervention to protect the security of personal information. The author weighs the possibility of new state and federal legislation against the role of private ordering and market forces in generating additional consumer protections.

Business & Corporate

Hanging by a Thread: Finding Arbitrability without Clear Evidence of a Contract

Bruce M. Polichar

This article addresses a little-known body of law arising under the Federal Arbitration Act (as well as various state laws) that may find parties to a business negotiation binding themselves to arbitration as a dispute resolution forum even though their dealings never result in a fully binding contract on the larger substantive deal terms. The author also offers drafting tips for contractual arbitration provisions.

Business & Corporate

KEEPING CURRENT: U.S. Supreme Court Limits Reach of Primary Liability in Securities Fraud Cases

The author reviews the Supreme Court’s recent decision in Janus Capital Group v. First Derivative Traders which held that an investment adviser did not "make" statements contained in prospectuses of the adviser's mutual fund clients, even though the adviser may have assisted the mutual funds in preparing the statements. The article goes on to assess the implications both inside and outside the world of mutual funds and advisers.

Business & Corporate

KEEPING CURRENT: SEC's Whistleblower Program Finalized

The author outlines new SEC rules relating to the whistleblower provisions of the Dodd-Frank Act passed in 2010 and comments upon the implications for companies.

Business & Corporate

KEEPING CURRENT: New FINRA Rule 5131 Will Affect Lock-Up Agreements for IPO Shares Held by Officers and Directors of the Issuer

The author outlines new SEC rules relating to the whistleblower provisions of the Dodd-Frank Act passed in 2010 and comments upon the implications for companies.

Business & Corporate

Inside Business Law

This issue’s IBL highlights content from the Environmental and Energy Business Law Reporter, the 2011 edition of the “Annual Review of Developments in Business and Corporate Litigation. In addition, this month’s IBL spotlights recent programs from the Securities Law and Unincorporated Entities Committee.