BLT: April 2017


Feature Articles

Business & Corporate

Authenticating Digital Evidence at Trial

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

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.

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

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

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

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.