March 31, 2012

Inside Business Law

Focus on Legal Opinions

  • Should lawyers be using a streamlined form of legal opinion that strips out much of the boilerplate, including assumptions regarding the genuineness of signatures and the authenticity of the documents? A recent appellate court decision suggests this may not be the right approach. This article in the recent edition of the Legal Opinion Newsletter analyzes whether to streamline legal opinions.
  • The Dodd-Frank Act and its implementing regulations can have broad reach for certain transactions in which legal opinions are given, including those involving derivatives, such as swaps and securities-based swaps, and securitizations. This broad reach and uncertainty of application of certain of the regulations can raise issues for opinion preparers in these transactions. Learn more in this insightful article.
  • Under what circumstances does the SEC treat an attorney serving only as counsel to a borrower in a bond transaction as an offeror and a seller of the bonds for purposes of liability under sections 17(a) and 10(b)? Read this article for the answer and an interesting summary of a recent SEC case.
  • In a cross-border transaction, recipient's counsel may request an opinion typical in its jurisdiction but is considered unreasonable by the opinion giver in its jurisdiction. A recent report by the City of London Law Society on opinion letters for English law financial transactions addressed this topic. For a brief summary of the report, read this article which explores the reluctance or refusal to give an opinion in a cross-border transaction.
  • Recently, a report on third-party legal opinion customary practice in Florida was approved by the Executive Council of various Florida Bar sections. For a summary and access to this report, check out this article.

LLCs and Partnerships

  • In a recent decision interpreting and applying the Wisconsin LLC Act, the court suggested that the fiduciary obligations amongst all businesses or organizations not only are, but should, be the same. The author of this article from the LLC & Partnership Reporter argues that the court got it wrong.
  • If an operating agreement prohibits transfers of membership interests, and a member transfers its interest notwithstanding the operating agreement's prohibition, is the transfer void? Or is the transfer effective, even though the transferor is in breach of the operating agreement and may be subject to a breach of contract claim? Read this article for a summary of the Colorado Supreme Court's decision on this issue.
  • For a summary of the ABA's Revised Prototype Limited Liability Company Act published in November 2011, check out this article.

Business and Corporate Litigation

Class actions receive special treatment that "get them around" the subject matter jurisdiction diversity of citizenship requirement. The U.S. Court of Appeals for the Second Circuit, however, recently highlighted an exception to this well-known rule. This article in the Spring 2012 issue of the Business and Corporate Litigation newsletter summarizes the interesting decision.

Cyberspace Programs of Interest

The March 2012 issue of the Cyberspace Law Committee Newsletter highlights several programs of interest, including programs about domain names, social media, data privacy and other hot topics. If you are interested in information about these programs, the Cyberspace Law Committee Newsletter provides dates, times and other registration information.