BLT: April 2015

Business & Corporate

Our Mini-Theme: The Uniform Business Organizations Code and Its Constituent Acts

Harry J. Haynsworth

Since the early 1990s, the Uniform Law Conference (ULC) has promulgated, or in several cases revised, eight unincorporated business entity acts.

Business & Corporate

Articles I and II of the Harmonized Uniform Business Organization Code (the Hub and META)

Garth B. Jacobson

In 2006, the Uniform Law Commission Harmonization of Business Entity Acts Project focused on organizing all business entity filing requirements into one legislative act. The project yielded a succinct location for all the entity common filing requirements called the “Harmonized Business Organization Code,” or “Hub,” and included the harmonization of the Model Entity Transactions Act (META). This article provides a thumbnail sketch of Article I of the Hub and of Article II, META.

Business & Corporate

Protecting the Deal: Enforcing and Protecting the Owners’ Agreement

Daniel S. Kleinberger

Unlike a corporation, a limited liability company takes its fundamental governance rules from a private agreement, rather than from a state statute. This article explains how the newly-harmonized Uniform Limited Liability Company Act (2013) protects the deal that the members have made for themselves.

Business & Corporate

A Uniform Unincorporated Business: Understanding the Rights of an Owner’s Personal Creditors

Carter G. Bishop

A creditor seeking to enforce state law collection remedies against an owner of an unincorporated business owner faces a unique difficulty unknown in the corporate world: statutory restrictions on the transfer of an ownership interest. This creates unique challenges for creditors of an owner, which this article explores and illustrates.

Business & Corporate

Pre-Filing Advice for Individual Chapter 11 Debtors: Practical Tips and Pitfalls

Jeffrey C. Toole

Representing an individual debtor in a Chapter 11 case presents unique problems and challenges for the practitioner and for the debtor. Explaining those problems to the prospective client in writing, before the case commences, often is essential to manage client expectations, to plan for contingencies in advance, and to ensure that the client makes an informed judgment about whether Chapter 11 is worth the risks.

Business & Corporate

KEEPING CURRENT: Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund: Liability for Opinions in Registration Statements

The U.S. Supreme Court’s March 24 decision in Omnicare addressed the requirement in Section 11 of the Securities Act of 1933 that a registration statement not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The Court’s guidance is significant in light of the importance of pleading standards and motions to dismiss in securities litigation.

Business & Corporate

KEEPING CURRENT: Finally, State Securities Filings Electronically: NASAA’s Electronic Filing Depository

Scott C. Withrow

On December 15, 2014, the North American Securities Administrators Association announced the launch of the online Electronic Filing Depository (EFD) to enhance the efficiency of the state regulatory filing process for certain exempt securities offerings. EFD is an online system that allows an issuer to submit a Form D for a Regulation D, Rule 506 exempt offering to most state securities regulators and pay related fees. The EFD website also enables the public to search and view Form D filings made with state securities regulators.

Business & Corporate

DELAWARE INSIDER: Statutory Appraisal: An Old Workhorse with a New Lease on Life

Since the Delaware Court of Chancery’s decision in In re Appraisal of Transkaryotic Therapies, Inc., 2007 WL 1378345 (Del. Ch. May 2, 2007), some stockholders have engaged in the investment strategy of acquiring shares of target corporations after a merger is announced with the hope of obtaining higher consideration in an appraisal proceeding brought in the Court of Chancery – now commonly referred to as “appraisal arbitrage.” The uptick in appraisal litigation has resulted in a number of interesting opinions from the Delaware Courts and proposed amendments to 8 Del. C. § 262.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Laura Stein

It's clear why Laura Stein, General Counsel and Executive Vice President of The Clorox Company, was named one of the 20 most influential general counsel in America by the National Law Journal. She's gone far beyond mastering the skills necessary to run a top-notch legal department, prompting the Harvard Law Bulletin to highlight her as "one of the 50 alumnae who have used their law degree to take them to extraordinary places."

Business & Corporate

Inside Business Law (April 2015)

This month, “Inside Business Law” highlights the five most attended CLE programs at the Spring Meeting held last week in San Francisco, as well as the articles published in the Spring Edition of The Business Lawyer. The Spring Edition has not yet been mailed, but is available on the Section’s website. Links to the content of the Spring Edition are contained in the column.