BLT: November 2014

     

    Articles

    Business & Corporate

    Our Mini-Theme: Watches and Wallets, Compliance and Rebellion: The State of Cyberspace Law

    Theodore F. Claypoole

    This month’s Cyberspace Law mini-theme in Business Law Today combines the timely and the timeless. Management of the Internet may be in flux, with direct consequences for American business. David Satola and Michael Kelly have been attending the most important recent ICANN meetings and provide an update of a fight for power with all the drama of a telenovela. Steve Middlebrook lends his considerable expertise in payment systems to provide pointers to lawyers whose clients want to use bitcoin for payments. Middlebrook highlights the most practical aspects of the bitcoin phenomenon and places it in the context of our already familiar current payment options.

    Business & Corporate

    Internet Governance Overview: How Snowden Didn’t Really Change Anything After All

    Revelations by Eric Snowden of the NSA’s extensive surveillance program sent a shock wave through the Internet world, especially for those arguing in favor of not regulating the Internet (i.e., those in favor of a “multi-stakeholder” framework for Internet governance). Then in March of this year, the U.S. Department of Commerce’s NTIA announced it was starting a process to consider transitioning oversight of some technical functions away from IANA over to the “multi-stakeholder community.” All told, it’s been a big year for multi-stakeholderism in Internet governance. What does it all mean?

    Taxation

    Bitcoin for Merchants: Legal Considerations for Businesses Wishing to Accept Bitcoin as a Form of Payment

    Stephen T. Middlebrook

    This article examines the legal risks and issues that a business should evaluate before accepting bitcoin as a form of payment. It provides a brief overview of bitcoin, addresses potential registration and licensing issues, and examines the tax implications of accepting the virtual currency. This article also discusses the use of bitcoin merchant service providers (BMSPs) which act as intermediaries between a business and a customer wishing to pay in bitcoin.

    Departments

    Business & Corporate

    KEEPING CURRENT: SEC Enforcement Actions Emphasize Importance of Stock Ownership Reporting Obligations for Public Companies and Insiders

    On September 10, 2014, the SEC announced charges against 28 officers, directors, and major stockholders of public companies for violating Section 16(a) and/or Section 13(d) of the Securities Exchange Act of 1934. Six public companies were also sanctioned. A total of 33 out of these 34 individuals and companies agreed to settle charges and pay financial penalties totaling $2.6 million. These sweeping actions are another step in the SEC's initiative to "fix broken windows," as described by SEC Chair Mary Jo White in her public remarks on October 9, 2013.

    Business & Corporate

    DELAWARE INSIDER: Chancery Court Reaffirms Delaware’s Deferential Approach to Evaluating Fiduciary Claims Brought by Creditors of Distressed Corporations

    Lisa R. Stark

    In its recent decision of Quadrant Structured Products Co. Ltd. v. Vertin, the Delaware Court of Chancery affirmed that Delaware will continue to protect the decisions of directors of an insolvent corporation under the business judgment rule in their pursuit of value-maximizing strategies, so long as the strategy is undertaken based on a good faith and informed belief that it will increase the corporation’s value even if ultimately unsuccessful.

    Business & Corporate

    ETHICS CORNER: Be Very Quiet... I’m Hunting Jurors: Social Media and Ex Parte Communications

    Stuart Teicher

    Very often, proper preparation for litigation demands that we investigate a myriad of parties, and one of the tools at our disposal is social media. Yet investigating potential jurors through social media can throw a monkey wrench into our understanding of the standards for acceptable conduct. A relatively recent opinion from the New York City Bar Association on this topic caused a bit of an uproar in the ethics world. The ABA has also opined on the topic and came down with a contradictory result.

    Business & Corporate

    MEMBER SPOTLIGHT: An Interview with Alex Dimitrief

    Alex Dimitrief's story epitomizes the American dream. Not knowing any English, his parents left Russia and immigrated to Montreal, then moved to Illinois. They watched their son attend Yale, where he graduated summa cum laude, then Harvard Law School, where he graduated magna cum laude. He even served as a White House Fellow in the Reagan Administration’s Office of Political and Intergovernmental Affairs, the youngest ever Fellow at that time. Now he is Senior Vice President and General Counsel at GE Capital.