BLT: January 2017

Business & Corporate

It's Annual Report Time

Lisa Jacobs

To facilitate the preparation of annual reports on Form 20-F for Foreign Private Issuers, author Lisa Jacobs presents a summary of recent developments, trends, and topics that the Securities and Exchange Commission is likely to focus on in 2017.

Business & Corporate

How Can U.S. and Non-U.S. Lawyers Work Together to Improve Opinion Practice in Cross-Border Transactions?

Ettore A. Santucci

The practice of giving closing opinions to nonclients (so-called third-party legal opinions) has spread beyond the United States, but the absence of a shared conceptual framework among different jurisdictions often gives rise to misunderstandings when it comes to negotiating opinions in cross-border transactions. Where would it be helpful to establish some degree of uniformity? While striking the right balance between uniformity and respect for national practices is critical, and there are many substantive and procedural differences between countries, understanding those differences and, ideally, promoting some measure of convergence where consistent with the legal regime of the opinion giver would be a worthwhile exercise.

Business & Corporate

A Debate: Is the Delaware Appraisal Rights Remedy in Need of Repair?

Trevor Norwitz

In his remarks delivered at the 2016 Delaware Business Law Forum, Norwitz argues that the Delaware legislature should eliminate the artificial and socially destructive phenomenon of appraisal arbitrage by amending section 262 of the Delaware General Corporation Law to specify that only shareholders on the record date who can demonstrate that their shares were not voted in favor of the transaction are eligible for appraisal.

Business & Corporate

Small Business Fundraising Ideas: Avoiding Complex Securities Regulations

April Fabregat-LeBlanc

This article provides small businesses with creative and viable financing ideas that do not require expensive legal filings, complicated securities regulations, or angel investors, and highlights some of the challenges and legal considerations associated with each financing option.

Business & Corporate

When It Comes to the FBAR, You Cannot Afford to Stick Your Head in the Sand

Betty J. Boyd

Do you have a financial interest in or signature authority over a foreign nest egg that is worth over $10,000 on any day of the year? Then you cannot afford to hide your head in the sand and ignore the annual FBAR filing and recordkeeping requirements. In addition to negligence or fraud penalties, steep civil and/or criminal penalties may apply if you fail to file the FBAR.

Business & Corporate

Testing The Waters of the Safe Harbor

Despite Congress’s clear intentions otherwise, payments made pursuant to ordinary supply of goods contracts may be protected from avoidance and recovery under the Bankruptcy Code’s safe harbor provisions.

Business & Corporate

New Publication: Model Asset Purchase Agreement for Bankruptcy Sales

Business Law Section’s Business Bankruptcy Committee’s newly published Model Asset Purchase Agreement for Bankruptcy Sales highlights the differences between bankruptcy sales and non-bankruptcy sales, includes commentary, and provides ancillary documents and appendices.

Business & Corporate

Model Business Corporation Act (2016 Revision) Launches

Model Business Corporation Act (2016 Revision): Official Text with Official Comment & Statutory Cross-References was published in December by the Business Law Section’s Corporate Laws Committee.

Business & Corporate

KEEPING CURRENT: Supreme Court Confirms Broad Reach of Insider Trading Liability

On December 6, 2016, the Supreme Court issued its decision in Salman v. United States, clarifying the personal benefit standard of insider trading under the federal securities laws. In resolving what it called a “narrow” issue, the court reaffirmed the long-standing “guiding principle” of Dirks v. SEC that disclosing nonpublic material information to a “trading relative or friend,” even without any showing of pecuniary or tangible gain to the tipper, can give rise to criminal insider trading liability.

Business & Corporate

DELAWARE INSIDER: Sandys v. Pincus: Personal Relationships and Director Independence

The Delaware Supreme Court’s recent decision in Sandys v. Pincus reversed a Court of Chancery ruling in a derivative action, holding that a majority of a board of directors was not independent for presuit demand excusal, in part because of a director’s personal relationship with the interested director, evidenced by co-ownership of a private airplane.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Lynne Barr

Fresh out of law school, in 1976, Lynne Barr joined the Board of Governors of the Federal Reserve System as a staff attorney. Barr is now one of the premier lawyers in the consumer financial services field. Over the years, she’s been very active in the ABA, serving as Chair of the Consumer Financial Services, Chair of the Business Law Section, a delegate to the House of Delegates, and former Editor-in-Chief of The Business Lawyer, among other roles. She has been recently nominated by the Business Law Section to serve on the Board of Governors of the ABA. She’s just retired as a partner at Goodwin Procter and now serves of counsel.

Business & Corporate

Inside Business Law (January 2017)

In 12 weeks, the Business Law Section is heading to New Orleans for the 2017 Spring Meeting. The Spring Meeting will be held at the Hyatt Regency New Orleans April 5–8, 2017.