BLT: June 2014



Business & Corporate

Our Mini-Theme: Nonprofit Organizations: Changes in Challenging Times

Nonprofit organizations come in a stunning variety of purpose and form. We are delighted to present in this issue a fascinating glimpse into the array of issues faced by those who advise nonprofits. Most lawyers are familiar with traditional charities focused on service to the needy, education, religion, and health care; there are also many other organizations created (entirely legitimately) to further political or business purposes. Nonprofits can be organized as unincorporated associations, trusts, corporations, or LLCs. Some are tiny volunteer-led organizations and others are among the largest employers in the country. While they may have members, or a single member, or no members at all, with control entirely in the hands of a board, what all these nonprofit entities have in common is that there are no “owners” as there would be in a business entity. The individuals in control can have neither ownership in nor private benefit from the entity; the benefit they receive must remain entirely subservient to the purposes of the organization.

Business & Corporate

The Messiest Catch: Fishing for Health-Care Institution Donors in a Changing Sea

Fishing for donors in ideal conditions is difficult for most charitable organizations due to changing donor demographics, attitudes, technology, and a growing competitive marketplace. Now, health-care charities are facing a perfect storm of increased regulations, shrinking margins, potential taxation, health-care mergers/acquisitions, and growing demand by the donor and consumer. This sea of changes is causing most health-care charities to review areas of potential liability and how they communicate with the ever-vigilant public.

Business & Corporate

Taking Care of Business: Use of a For-Profit Subsidiary by a Nonprofit Organization

Revenue generation continues to draw significant attention in the nonprofit sector. Rather than rely exclusively on donations, many nonprofits seek to become self-sustaining through earned income. While any nonprofit organization might consider launching a for-profit subsidiary to generate revenue, this article focuses on public charities that are tax-exempt under Internal Revenue Code Section 501(c)(3).

Business & Corporate

E-mail Voting: A Practical Approach to a Difficult Trap

Responding to the difficulty of wrangling geographically diverse and busy volunteers, many nonprofit organizations are allowing directors to vote by e-mail. E-mail voting is seductively simple and fast, but that ease and speed is a trap: in many jurisdictions a board that relies on e-mail voting fails to comply with statutory and common law requirements for a valid meeting, thereby exposing its decisions to attack.


Business & Corporate

KEEPING CURRENT: Sotheby’s Poison Pill Battle Reshapes World of Shareholder Activism

The recent battle between auction house Sotheby’s and its largest shareholder will have lasting implications for the corporate governance landscape and provide a playbook for how activist investors conduct future campaigns for influence and how companies respond. In Third Point LLC v. Ruprecht, et al., the Delaware Chancery Court held the Sotheby’s board acted reasonably by adopting and then maintaining a stockholder rights plan, or so-called “poison pill,” with a relatively new, two-tiered triggering threshold.

Business & Corporate

DELAWARE INSIDER: 2014 Amendments to the Delaware General Corporation Law

This article discusses the 2014 proposed amendments to the Delaware General Corporation Law and certain other proposed amendments to the Delaware Code, which address a number of different topics, including the streamlined back-end merger process under Section 251(h) of the DGCL, springing director and stockholder consents, certain charter amendments without stockholder approval, and the statute of limitations for breach of contract claims.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Mac McCoy

Mac McCoy, a shareholder at Carlton Fields Jorden Burt in Tampa, Florida, practices complex state and federal litigation. He’s also savvy about social media and serves as the director of the firm’s video law blog. He regularly speaks at bar associations and lawyers’ groups about social media and the legal profession – what works, what doesn’t, and how to abide by the Rules of Professional Conduct. He also has ideas about how to promote diversity using social media and how to recruit and retain young lawyers.