BLT: November 2011

Business & Corporate

The NLRB's Evolving Stance on Regulating Employee Social Media Use

Susy Hassan

This article tracks cutting-edge developments under the NLRA as it relates to limiting an employer's ability to regulate employee social media use, whether by implementing policies to that effect or by taking disciplinary action on the basis of such use when doing so runs counter to employee rights under the act.

Business & Corporate

Making a Mess of Ambiguity: Lessons from the Third Circuit's Opinion in Meyer v. CUNA Mutual Insurance Society

Kenneth A. Adams

A complex source of uncertainty in contract language is ambiguity associated with the use of plural nouns and the words and, or, every, each and any. Most courts that encounter this kind of ambiguity are ill-equipped to analyze it. A noteworthy example of this is the opinion by the Court of Appeals for the Third Circuit in Meyer v. CUNA Mutual Insurance Society. Because its flawed analysis caused the court to find ambiguity in an insurance policy where in fact there was none, the court decided the case incorrectly. This case serves as a cautionary tale for judges, litigators, contract drafters, and companies that routinely create contracts.

Business & Corporate

Delaware LLC's and the Implied Covenant of Good Faith and Fair Dealing

The one duty that parties cannot waive in a Delaware limited liability company agreement is the duty to act consistently with the implied contractual covenant of good faith and fair dealings. The Delaware Supreme Court’s recent decision in Nemec v. Shrader raises two issues regarding Delaware’s application of the implied covenant. The authors begin by explaining the pre-Nemec standard, then examine the Nemec decision, and conclude by discussing Nemec's implications for practitioners advising members and managers of Delaware LLC's.

Business & Corporate

KEEPING CURRENT: Social Media: Retaining and Supervising Social Media Communications under New FINRA Regulatory Notice 11-39

Philip J. Favro

This article overviews an FINRA Regulatory Notice on social media content and its effect on the financial services industry. The authors also provide suggestions on how the industry should respond to the notice.

Business & Corporate

FOCUSING ON PRO BONO: Pro Bono in a Green Sense

Allyn M. O'Connor

This article covers an example the pro bono services in Ontario dealing with the Evergreen Brick Works.

Business & Corporate

SPEAKING VOLUMES: A Review of Model Merger Agreement for the Acquisition of a Public Company

David A. Katz

This article provides a book review of the Model Merger Agreement for the Acquisition of a Public Company. The book was developed by the ABA Business Law Section’s Mergers and Acquisitions Committee.

Business & Corporate

Inside Business Law

This issue’s IBL highlights recent articles from the Banking Law Committee Journal and provides links to program materials on healthcare and insider trading from the ABA Annual Meeting. This month’s IBL also provides links to member articles on limited partnership law and cross-border service of process.