February 19, 2015

    Inside Business Law (February 2015)

    Recent Newsletters

    Several committees have recently published newsletters.

    Mergers and Acquisitions Committee – M&A Committee members not only receive the popular and useful Deal Points Studies, they also receive the Deal Points newsletter. The Winter issue, just released, contains feature articles on antitrust issues, a new, important development in Canadian commercial law, and one discussing the first opinion addressing the new Delaware statute extending the statute of limitations applicable to certain contracts.

    Feature Articles include:

    • Keys to Compliance – Antitrust Issues Before Signing and Pre-Closing, by Matthew Bester and Creighton Macy
    • Let’s Be Honest, eh: The New Canadian Duty of Honesty in Contractual Performance, by Calie Adamson, John Clifford, and Brad Hanna
    • Delaware Court of Chancery Holds Newly-Enacted 20-Year Statute of Limitations for Certain Contracts Applies Retroactively, by Louis Hering, Melissa DiVincenzo, and Jason Tyler

    Task Force Reports include:

    • Joint Task Force on Governance Issues in Business Combinations
    • Task Force on Revised Model Stock Purchase Agreement
    • Task Force on Legal Project Management
    • Task Force on Women in Mergers and Acquisitions
    • Task Force on Two-Step Auctions
    • Task Force on the Revised Model Asset Purchase Agreement
    • Task Force on Financial Advisors
    • Joint Task Force on M&A Litigation

    Subcommittee Reports include:

    • Acquisitions of Public Companies Subcommittee
    • International M&A Subcommittee
    • Membership Subcommittee
    • M&A Jurisprudence Subcommittee
    • M&A Market Trends Subcommittee
    • Private Equity M&A Subcommittee

    The Deal Points newsletter can be found here.

    Nonprofit Organizations Committee – The latest issue of the Nonprofit Organizations Committee newsletter was distributed to committee members on January 27, 2015. The newsletter includes national and state updates, award submission information, and includes the following:

    • Message from the Chair, David Tang
    • Highlights of the recently published Third Edition of New York Nonprofit Law and Practice
    • A request for nominations for the 2015 Outstanding Nonprofit Lawyer Awards
    • Highlights of the upcoming Impact Investing Conference and Webinars
    • Nonprofit Lawyer Profile: David Schleicher. David Schleicher is a solo practitioner in Central Texas. He serves the greater Waco community. The Waco area has over 1,100 nonprofits in addition to churches. Some of those nonprofits serve a geographic area as large as New England.

    The newsletter also contains national and state updates. Megan A. Christensen and Sydney V. Jones provide a national update which includes the following highlights:

    • IRS and Treasury Finalize Regulations for Tax-Exempt Hospitals
    • GAO Publishes Report on Exempt Organization Compliance
    • IRS Provides Tax Guidance in Response to Guinea, Liberia, and Sierra Leone Ebola Outbreak

    Emily Chan provides an update of recent legislation, regulations, and constitutional amendments in California, Kansas, Massachusetts, and South Carolina.

    Read the Nonprofit Organizations Committee newsletter by clicking here.

    Corporate Governance Committee – The Corporate Governance “In Sight” newsletter highlights a very large number of recent developments relating to corporate governance issues, including

    • SEC Backs Off Proxy Access Proposal Exclusion; Will Review Application of Rule 14a-8(i)(9)
    • New York Pension Funds Promote Proxy Access
    • ISS Releases 2015 Benchmark Policy Updates
    • Delaware Supreme Court to Hear Interlocutory Appeal Regarding Disinterested Director Liability
    • Lessons for Corporate Directors from the Wyndham Data Breach Derivative Action
    • Delaware Court of Chancery Addresses “Dead-Hand” Proxy Puts
    • Sixth Circuit Panel Sets Forth Pleading Standard for Corporate Scienter
    • District Court: Wal-Mart Should Not Have Excluded Shareholder Proposal from Proxy Materials; No Deference to SEC No-Action Position
    • CII Advocates Against Fee-Shifting By-Laws in Delaware
    • New York Court Applies Business Judgment Rule to Going Private Transaction
    • Insider Trading: United States vs. Newman and Chiasson
    • Forum Selection Bylaws Receive Court Approval
    • Business Groups Dispute ISS Board Structure Recommendations
    • ISS Releases QuickScore 3.0
    • Conference Board Reports on Proxy Voting 2010–14
    • Classified Board Shareholder Proposals Criticized
    • COSO to Update Risk Framework
    • NACD Releases Key Issue List
    • Disclosure of Non-Financial Information: Europe’s Largest Companies to Be More Transparent on Social and Environmental Issues
    • CSA Announces Early Warning Threshold Will Remain at 10%
    • Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management Coming Into Force December 31, 2014
    • Publish What You Pay: Disclosure of Government Payments by the Canadian Extractive Sector
    • Parent Company Liability for Foreign Subsidiary’s Actions – Alarming New Trend?
    • Supreme Court to Clarify the Liability of Canadian Corporations for Acts of Their Foreign Affiliates
    • Streamlined Rights Offering Regime Proposed by Canadian Securities Regulators
    • Amendments to Ontario Pension Benefits Legislation to Incorporate ESG Considerations

    In Sight can be found here.

    Legal Opinions Committee – In Our Opinion, the quarterly newsletter published by the Legal Opinions Committee was distributed on February 6, 2015, and includes

    • An introduction by the Chair of committee, Tim Hoxie
    • A highlight of the 2014 Fuld Award, presented to the TriBar Opinion Committee
    • Highlights of the committee’s meeting held at the 2014 Fall Meeting of the Business Law Section
    • A summary of recent listserv activity, including discussions on Cross-Border Audit Responses and Specialists letters
    • Practice Corner: LLC Series Opinions: Part II, by Norman M. Powell
    • Recent Developments, including Stan Keller’s discussion of a federal court case which finds that an opinion giver can be liable for malpractice
    • A chart of published and pending Legal Opinion Reports

    In Our Opinion can be found here.

    Upcoming Events

    In the Know – In The Know is an exclusive Business Law Section member benefit. Earn free business law CLE by attending these hot-topic webinars developed by industry experts. In March, the Corporate Governance Committee presents: Corporate Governance: Hot Button Issues for Board Advisors. The webinar will be presented on March 12, 2015, from 1:00 PM– 2:30 PM ET, and will provide 1.5 General CLE credit hours.

    Panelists include David A. Katz, Henry Cohen, Holly J. Gregory, and Lynn A. Stout and will be moderated by Gregory A. Markel.

    Expectations about the board’s role in regulatory compliance and risk oversight continue to expand, causing these issues to rank high on the list of board concerns. This program will provide guidance from leading practitioners on: (1) sources of expanding expectations related to regulatory matters; (2) recent developments related to board oversight of regulatory and litigation issues; (3) practical application of fiduciary responsibilities concerning regulatory compliance; (4) when to use – and not use – a special committee of the board; (5) understanding the pros and cons of inside vs. outside counsel; (6) advising boards on monitoring conflicts of interest in the wake of Rural Metro; (6) practical approaches to risk oversight; and (7) related implications for committee and board leadership structures.

    Business Law Spring Meeting – The Spring Meeting of the Business Law Section will be held April 16–18, 2015 at the San Francisco Marriot Marquis and InterContinental San Francisco. The Spring Meeting includes:

    • CLE

    Create a custom business law curriculum from more than 65 CLE programs prepared and presented by practice-area experts. Our flexible programming includes 60-, 90-, and 120-minute sessions.

    • Networking

    Build an international network of business law thought leaders and peers. Networking at the meeting occurs between sessions, in the Section Lounge, at social events, and in meetings.

    • Committee Meetings

    Many of the Section’s 50 substantive committees will present CLE, discuss developments in their practice area, and gather for social events. Committee membership is free for Business Law Section members. Visit our Committee page to join.

    • Topical Sessions

    Leave the meeting more informed about the latest developments in business law by attending non-CLE topical sessions.