BLT: December 2015



Business & Corporate

Small Business Capital Raises: Legal, Practical, and Market Factors

While the business pages of newspapers and websites are largely dominated by Apple, Facebook, Google, and major media conglomerates, in reality most businesses are small or midsize and will never see the first page (or any page) of the Wall Street Journal or be mentioned on CNBC. These small businesses have capital needs the same as any other business, yet the capital-raising options for such companies are limited. In this article Ross examines various issues relating to capital raises for small companies.

Alternative Dispute Resolution

The Conundrum of the Arbitration vs. Litigation Decision

Over the years, Chief Justice Veasey has come to believe that it would be desirable for professionals and corporate leaders to focus on the metrics that corporate decision makers – especially general counsel – apply to the conundrum of dispute resolution: whether to arbitrate or litigate in court. The conventional wisdom for many years had been that arbitration promised to be superior to court litigation. The question today is whether the promise of arbitration is real or illusory.

Business & Corporate

Which Hat Are You Wearing? Potentially Conflicting Fiduciary Duties for Director/Trustees of Trust-Owned Corporations

Where shares of a corporation are owned by a trust, and the trustee is also a director of the corporation, that director may be found to owe heightened trustee-level fiduciary duties instead of corporate director fiduciary duties. Courts have not been consistent in their application of these different fiduciary standards when faced with claims by beneficiaries against trustees for breach of fiduciary duties in connection with corporate decision making or allegedly self-interested transactions. This article highlights the differing analyses courts have employed when deciding which fiduciary standard applies and suggests ways to clarify from the outset of the trust creation whether corporate or trustee fiduciary duties will apply in any later dispute.


Business & Corporate

DELAWARE INSIDER: When Deciding Whether to Judicially Dissolve an LLC, the Court May Find the “Purpose” of the LLC to Be Different Than What Is Stated in the LLC Agreement

In the recent case Meyer Natural Foods LLC v. Duff the Delaware Court of Chancery found that its analysis of an LLC’s purpose should not, necessarily, be limited to what the LLC agreement identified as the purpose. This decision marks a change in Delaware LLC law important for both drafters of LLC agreements and litigators bringing or defending against petitions for dissolution of LLCs.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Doneene Keemer Damon

Doneene Keemer Damon, a partner at Richards, Layton & Finger in Wilmington, Delaware, has won more awards than she can count on two hands for her leadership in both the legal community and the community at large. This year, she won the prestigious ABA Jean Allard Glass Cutter Award, presented annually to an exceptional woman business lawyer who has made significant contributions to the profession and the ABA Business Law Section. Shortly after that, the National Association of Professional Women honored her as the 2015–2016 inductee into its VIP Woman of the Year Circle. Doneene is a nationally known leader on issues relating to statutory and common law trusts. When she made partner in 1999, she was the first African American to make partner in a major Delaware law firm.

Business & Corporate

Inside Business Law

In this issue of Inside Business Law, we provide links to register for several upcoming stand-alone committee meetings that will be held in January as well as the Section Spring Meeting that will be held in Montréal in April. We also provide links to the CLE program materials for the 2015 Business Section Fall Meeting and two stand-alone committee meetings held earlier this fall. Finally, we highlight articles from several recent committee newsletters and two books recently published through the ABA.