BLT: April 2017

Business & Corporate

Our Mini-Theme: Recent Developments in Business and Corporate Litigation 2017

Heidi McNeil Staudenmaier

An introduction to the April 2017 mini-theme on Recent Developments in Business and Corporate Litigation 2017.

Business & Corporate

Conducting Business with Tribes in the Aftermath of the Dollar General Supreme Court Split: What You and Your Clients Need to Know

This article focuses on the Supreme Court’s split decision in its June 2016 Dollar General ruling by examining the history leading to the decision and analyzing its implications for conducting business on tribal land.

Business & Corporate

The Defend Trade Secrets Act: One Year Later

The Defend Trade Secrets Act of 2016 was signed into law by former President Obama and became effective on May 11, 2016, amid much fanfare. At the time of its passage, the law was described as the “most significant expansion” of federal law in intellectual property since the Lanham Act in 1946. This article provides an overview of the recent developments in DTSA trade secret litigation over the course of the past year.

Business & Corporate

Authenticating Digital Evidence at Trial

Michaela Battista Sozio

In this digital age, social media, texts, and a variety of other forms of technology have increasingly become evidence, or sought as evidence, in a wide sundry of litigation. How do you ensure that this evidence comes in at trial? Although it may appear more complicated at first glance, the short answer is simple: authentication. As with all other types of evidence, digital evidence must be authenticated in order to be properly introduced at trial. However, authenticating digital evidence can pose some interesting challenges.

Business & Corporate

Private Planes, Investors, and NASDAQ Rules: Delaware Supreme Court Gives Guidance on Director Independence

James G. McMillan, III

In Sandys v. Pincus, the Delaware Supreme Court found that certain corporate directors were not independent for purposes of pleading demand futility in a derivative suit. The court based its ruling on: (1) mutual ownership of an airplane; (2) “mutually beneficial business relations”; and (3) not being identified as independent under NASDAQ rules.

Taxation

Ten Rules Every Lawyer—and Client—Should Know about Taxes on Legal Settlements

Robert W. Wood

Lawyers and clients resolve disputes all the time, usually with an exchange of money and a release. Almost any time money changes hands, there are tax issues for both sides, coming up in a surprising number of ways. This article provides 10 rules lawyers and clients should know about the taxation of settlements.

Business & Corporate

What Constitutes a Security and Requirements Relating to the Offer and Sales of Securities and Exemptions From Registration Associated Therewith

Many people are not aware of the requirement that all sales of securities either need to be registered with the SEC or there needs to be an exemption from registration. This article includes information regarding what constitutes a “Security” and registration of shares with the SEC, as well as exemptions that can be utilized to avoid the registration requirement.

Business & Corporate

Allergan Fine Is a Reminder of the Obligation to Disclose White-Knight Negotiations Following an Unsolicited Tender Offer

Allergan Inc. agreed with the SEC that it will admit to securities law violations and will pay a $15 million fine for disclosure violations relating to its Schedule 14D-9 filed in response to the unsolicited tender offer for Allergan’s shares by Valeant Pharmaceuticals International plc in 2014. The SEC contended that Allergan failed to disclose that it was engaged in negotiations for a possible acquisition and for a “white knight” transaction in the months following the tender offer. In an article by Fried Frank’s corporate team, the practical issues regarding the disclosure of M&A discussions following a tender offer are discussed and special factors involved in the Allergan situation are noted.

Business & Corporate

Keynote Speaker Mayor Landrieu Details Rebirth

Rachel Kahn

Almost 12 years after the costliest disaster in U.S. history, New Orleans Mayor Mitch Landrieu spoke at the Business Law Section 2017 Spring Meeting luncheon in New Orleans on the efforts of his office to rebuild “one of the greatest cities in the world” after Hurricane Katrina. Expounding upon the guiding principles of not just the city of New Orleans, but of the country as a whole, Mayor Landrieu reminded lawyers in the audience of their duty to serve as protectors of those principles during the country’s trying times.

Business & Corporate

New Orleans Diary

The 2017 ABA Business Law Section Spring Meeting will be remembered in many ways, among them: 1,600+ members in attendance from around the world; more than 90 programs and sessions; and fabulous networking events that epitomized the NOLA experience. Here are a few highlights from some of the members themselves.

Business & Corporate

KEEPING CURRENT: Hively v. Ivy Tech Community College of Indiana: Title VII Prohibits Sexual Orientation Discrimination

Jonathan Bible

Title VII of the 1964 Civil Rights Act prohibits employers from discriminating against employees and job applicants based on five traits, including sex. Since 1994 Congress has often been urged to recognize sexual orientation as a protected trait, as several state laws do, but it has not done so. But on April 4, 2017, the Seventh Circuit Court of Appeals held en banc that Title VII outlaws sexual orientation discrimination.

Business & Corporate

ETHICS CORNER: Inadvertent Disclosure—Traps Await the Unwary

C. Evan Stewart

This article delves into complications surrounding inadvertent disclosure and provides answers to some of the most pressing questions regarding inadvertent disclosure.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Therese Franzén

Therese Franzén has delved into nearly every corner of the law—working as a prosecutor, a partner at a firm, a general counsel, and cofounder of a firm and also a company, a mortgage quality control and compliance company. She’s also found time to do pro bono work in Mexico, Haiti, and her hometown of Peachtree Corners, Georgia. Throughout, the ABA has been critical to her legal career.

Business & Corporate

Inside Business Law (April 2017)

This month’s “Inside Business Law” highlights the five most in-demand programs from the 2017 Business Law Section Spring Meeting held in New Orleans, Louisiana, April 6–8.