BLT: February 2015

Business & Corporate

Our Mini-Theme: Aspects of LLCs and Alternative Business Organizations

Thomas E. Rutledge

The LLCs, Partnerships and Unincorporated Entities Committee is proud to sponsor this issue of Business Law Today. The range of issues that arise within the ambit of the Committee’s scope is exceptional. The Committee provides its members with practical information on the most broadly utilized business structure in the country, the limited liability company, as well as analysis and comparison of other business forms, such as partnerships and limited partnerships. It has assisted in drafting various unincorporated business entity acts, and also prepared and made available annotated forms and other materials. Our activities range from monitoring substantive internal law to the manner in which these business organizations relate to numerous other areas of law, including agency, bankruptcy, securities regulation, and taxation.

Business & Corporate

Family Business Disputes

Benjamin Means

This article offers an overview of issues relevant for lawyers who represent family businesses. It identifies typical sources of conflict in family businesses that practitioners should recognize and shows how family law can affect business outcomes, and accordingly, emphasizes the need for contractual planning that includes both business and family considerations.

Business & Corporate

Series of Unincorporated Business Entities: the Mobius Strip and Klein Bottle of Business Entity Law

Daniel S. Kleinberger

Back in the day, LLCs were the cutting edge of business entity law. Today, LLCs dominate entity formation, and the cutting edge has moved further out – to the notion of a “series,” a quasi-separate, quasi-person existing within a limited liability company.

Business & Corporate

The Liability of Managers and Other Agents for Their Own Actions on Behalf of an LLC

Robert R. Keatinge

This article discusses a different aspect of vicarious liability: when a manager, managing member, authorized person, officer, or employee will be liable to a third party for actions taken on behalf of the LLC.

Business & Corporate

Conflicting Views as to the Unfinished Business Doctrine

This article provides an introduction of the Unfinished Business Doctrine and its recent interpretations, and demonstrates why the doctrine’s application mandates that law firms and other professional organizations consider and address the doctrine in their organizational agreements.

Business & Corporate

Corporations in the Dock

Howard Darmstadter

The Justice Department’s recent billion-dollar settlements with some of the nation’s largest banks point up once again the problematic nature of corporate criminal liability. The settlements punish innocent stockholders while guilty individuals are mainly ignored. The result is akin to a protection racket in which prosecutors make vulnerable corporations offers they cannot refuse.

Business & Corporate

KEEPING CURRENT: Second Circuit Holds That Omissions Regarding “Known Trends” May Support a Section 10(b) Claim, But Imposes Limitations

In Stratte-McClure v. Morgan Stanley, the Second Circuit has broken with the Ninth Circuit by deciding that Form 10-Q filings of information described in Item 303 of Regulation S-K – which includes information about “known trends or uncertainties” reasonably expected to have a material impact on revenues – may support a securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934.

Business & Corporate

DELAWARE INSIDER: Key Delaware Corporate and Commercial Decisions from 2014

Francis G.X. Pileggi

In this article, we review the top five decisions from the Delaware courts in the last year.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Betty J. Boyd

Betty Boyd’s story is one of overcoming immense obstacles and triumphing. In high school, she became functionally blind, but this did not stop her. She went on to study law at Western State University College of Law, becoming the first student to use adaptive equipment to complete her law degree. She graduated first in her class, and is currently earning her Tax LLM at Chapman University.

Business & Corporate

Inside Business Law (February 2015)

This month’s “Inside Business Law” covers several upcoming Section events, including the March “In the Know” CLE webinar; and provides details and links for the Business Law Section Spring Meeting. Highlights of several recent committee newsletters are touched on, including the M&A Committee “Deal Points,” the Nonprofit Organizations Committee newsletter, the Corporate Governance Committee “In Sight,” and the Legal Opinions Committee “In Our Opinion.”