BLT: April 2012

     

    Articles

    Business & Corporate

    Running a Proper Independent Committee Process: Practice Tips from Recent Delaware Cases

    Jeffrey R. Wolters

    Recent Delaware cases have pointed out a few remaining uncertainties in the Delaware law governing the establishment of independent committees to review conflict transactions, particularly as regards the scope of authority that must be given to a committee and the legal standards that a reviewing court will apply in assessing a committee process. This article briefly reviews the legal uncertainties regarding the committee process, and then turns to the recurring facts patterns and suggests ways that counsel could deal with them.

    Departments

    Business & Corporate

    KEEPING CURRENT: When Judges Attack: A Cautionary Tale of Lawyer Error in Two Cases

    Arthur F. Fergenson

    This article compares two recent Seventh Circuit decisions, both written by its chief judge, that illustrate how courts react to lawyer error. The usual course, followed in one case, is to forgive and forget. But a court is less likely to be in a forgiving mood, as demonstrated in the other case, when (1) as a result of attorney error, the court itself may never have had the power to hear the case, (2) the court had to do the work to extricate itself and the parties from the problem, and (3) the attorneys for the prevailing party disregarded the local and federal rules when seeking sanctions because the lawsuit was meritless.

    Business & Corporate

    KEEPING CURRENT: Fines by UK's Financial Services Authority Show the Importance of Anti-Bribery Policies

    Raymond L. Sweigart

    This article comments upon the UK Bribery Act’s strict liability corporate offense of failure to prevent bribery and the advisability of having in place a comprehensive anti-bribery policy adopted and enforced by senior company management. The article highlights actions taken against two well-known international insurance brokers, Aon and Willis, to underscore anti-corruption methods employed by the government.

    Business & Corporate

    DELAWARE INSIDER: Injunction Junction, Not Our Function: Court of Chancery Grapples with Enjoining Stockholder Votes on Troubled Transactions

    Stephen B. Brauerman

    This article outlines three recent cases in which the Delaware Court of Chancery refused to enjoin shareholder votes on transactions that offered substantial premiums over pre-announcement market price where no alternative bidders were readily apparent--even in the face of disappointing, if not defective, negotiation processes.

    Business & Corporate

    Inside Business Law

    This month’s IBL recognizes the efforts of the ABA and BLS leaders to preserve the independence of the legal profession. In addition, the column provides links to materials on small and midsize companies securities law and ethical issues in negotiating and drafting business contracts from the Spring 2012 Meeting. Finally, the column includes links to annual reviews of developments from the LLC, Partnership and Unincorporated Entities Committee, the Business and Corporate Litigation Committee, and the Business Finance Committee.