BLT: January 2013

Business & Corporate

Using Limited Liability Company Interests and Limited Partnership Interests as Collateral

Tarik J. Haskins

This article will describe (1) the methods of perfecting a security interest in equity interests in alternative entities, (2) mistakes practitioners often make when using equity interests in alternative entities as collateral, and (3) a few helpful tips for practitioners to keep in mind when using equity interests in alternative entities as collateral.

Real Estate

Support for Dismissal of State Law Based HAMP TPP Cases

The Fifth Circuit's recent decision in Pennington v. HSBC Bank perhaps signals what will become the dominant trend in this next generation of cases alleging mortgage servicers failed to provide loan modifications under the HAMP's Trial Period Plans.

Business & Corporate

The New Michigan Business Court Legislation: Twelve Years in the Making

Douglas L. Toering

In this article, we will examine the nearly 12-year effort to establish business courts in Michigan, the business dockets (in three circuits) that preceded the new law, the statute itself, and the future of business courts in Michigan.

Business & Corporate

KEEPING CURRENT: SEC Accuses Fund Directors of Breaching Their Valuation Duties

The SEC announced charges against eight former members of the board of directors of several closed-end and open-end registered investment companies. The case is noteworthy for the specificity of the allegations against the board members, and provides insight into how the SEC's enforcement division will pursue cases against fund directors in the future. Also, the form and substance of the allegations may broadly affect how fund directors carry out their fair valuation responsibilities.

Business & Corporate

KEEPING CURRENT: Hidden Due Diligence Risk in Mergers, Acquisitions, and Investments: Independent Contractor Misclassification Oftentimes Overlooked by Private Equity Firms, Hedge Funds and Other Investors

Many due diligence reviews in mergers, acquisitions, and investments have ignored the issue of independent contractor misclassification liability. In view of the crackdown by federal and state governments on the misclassification of employees as ICs, due diligence efforts should not overlook this often hidden exposure.

Business & Corporate

KEEPING CURRENT: Preparing Your 2013 Proxy Statement and Periodic Reports: A Checklist of Recent Changes and Considerations

Companies preparing their 2013 proxy statements and other periodic reports should keep in mind some recent changes and other developments that may affect their disclosures in these documents.

Business & Corporate

DELAWARE INSIDER: "Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate, Value-Maximizing Tool?

The Delaware Court of Chancery has recently had a variety of rulings on the validity of “Don’t Ask, Don’t Waive” provisions.

Business & Corporate

MEMBER SPOTLIGHT: Interview with Donald Parsons

An interview with Donald Parsons.

Business & Corporate

Inside Business Law

This month’s Inside Business Law focuses on the Private Equity and Venture Capital Committee, Cyberspace Law Committee and a new edition of Blue Sky Bugle.