BLT: October 2012

Business & Corporate

Shadow Banking: The Growing Sector of Non-bank Credit Activity

This article discusses the benefits of and possible concerns raised by shadow banking – the system of credit intermediation that involves entities and activities outside the regular banking system. The article also discusses Financial Service Board recommendations regarding the regulation of the shadow banking industry.

Business & Corporate

The Stock Issuer's Dilemma: How Duties to Shareholders Limit an Issuer's Options in Employee Disputes

Stephen J. Siegel

This article discusses statutory and contractual restrictions on a stock issuer’s ability to limit transfer of shares by a stock issuer’s former employee. The article focuses on the situation in which the issuer and the former employee are involved in a dispute at the time that the former employee wishes to transfer shares.

Business & Corporate

Determining Full-Time Employees for Purposes of Employer Shared Responsibility Payments under the Affordable Care Act

This article outlines the provisions of Department of the Treasury Notice 2012-58 regarding methods employers are permitted (but not required) to use in determining which employees must be treated as full-time employees for purposes of the Affordable Care Act.

Business & Corporate

A U.S./Canadian Dialogue About the Current State of Poison Pills

This article compares jurisprudence in the United States and Canada on the use of poison pills, which are the most common defense used by a board facing a hostile takeover. The article concludes that a poison pill defense is significantly more effective in the United States.

Business & Corporate

KEEPING CURRENT: SEC Issues Proposed Rules to Permit General Solicitation and General Advertising in Certain Private Offerings

This column outlines recent proposed rules that impact upon the prohibition on "general solicitation and general advertising" as contained in Regulation D promulgated under section (4)(a)(2) of the Securities Act of 1933.

Business & Corporate

KEEPING CURRENT: Two Federal Courts Issue Expansive Interpretations of the Dodd-Frank Act's Whistleblower Definition

This article reviews two 2012 federal district court cases that offer “expansive interpretations of the anti-retaliation provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act.”

Business & Corporate

DELAWARE INSIDER: Investigate or Suffer the Consequences: The Presumption Against Shareholder Plaintiffs Who Fail to Inspect Books and Records

Jason C. Jowers

This article discusses two Delaware Chancery Court opinions that articulate the test governing the “fast-filer” presumption against plaintiffs filing Caremark claims in Delaware.

Business & Corporate

MEMBER SPOTLIGHT: Morris Dees' ABA Medal Acceptance Speech

Morris Dees, co-founder of the Southern Poverty Law Center, received the ABA Medal at the House of Delegates meeting during the Association's 2012 Annual Meeting in Chicago. Dees received the ABA's highest honor for his efforts to ensure access to justice for society's most vulnerable members. This is a transcript of the comments offered by ABA President Wm. T. (Bill) Robinson III and Morris Dees on August 7, 2012.

Business & Corporate

Inside Business Law

This month’s IBL highlights presentations that were part of recent BLS programs and meetings. Highlighted here are presentations on the best practices in the formation of non-profit organizations, key principles and practices that every corporate secretary should know, and the development and financing of sports stadiums.