BLT: January 2017


Feature Articles

Business & Corporate

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

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?

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

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

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.