BLT: August 2017

     

    Feature Articles

    Business & Corporate

    Changes in the Choice-of-Law Rules for Intermediated Securities: The Hague Securities Convention Is Now Live

    Carl S. Bjerre, Sandra M. Rocks, Edwin E. Smith

    Lawyers working in the commercial law field are familiar with choice-of-law rules for transactions in intermediated securities provided by Articles 8 and 9 of the UCC. Those rules have now been augmented and partially preempted by the Hague Securities Convention. The Convention, ratified by the United States in December 2016, became effective as a matter of U.S. federal law on April 1, 2017. Fortunately, the Convention’s choice-of-law rules lead in most instances to the same results as under Articles 8 and 9. There are some differences, however, and the Convention applies even to existing transactions.

    Business & Corporate

    A Practical Approach to Defending Fair Credit Reporting Act Class Actions in Federal Court

    Timothy St. George, David N. Anthony

    Over the past decade, civil litigation under the FCRA has surged, and putative class actions brought under the FCRA are increasing in frequency. The FCRA has become a favorite vehicle for putative class actions and often threatens outsized liability even when a plaintiff’s chance of success on the merits is slim. However, the technical aspects of the FCRA that make it such an attractive vehicle for class actions also provide a basis for defendants to contend that no class should be certified, using an increasing number of judicially accepted defenses. This article explains some of those defenses, which provide a starting point for any assessment of the prospects of defeating certification in an FCRA class action.

    Business & Corporate

    Of Spoiled Milk—Warnings That Should and Should Not Have Been Issued: Another Take on the Potential for Management and Controlling Shareholder Liability Related to an Insolvent Company’s WARN Act Violations

    Gregory W. Werkheiser

    In this follow up to “Director & Officer Liability for WARN Act Claims in Light of <i>Stanziale</i>,” which appeared in the July 2017 issue, the author revisits this Delaware bankruptcy court opinion to offer a different perspective. Werkheiser argues that the <i>Golden Guernsey</i> decision does not portend an expansion of statutory WARN Act liability, but is more properly viewed as an opinion addressing a permutation of a <i>Caremark</i> claim, which is an established fixture of Delaware fiduciary law.

    Departments

    Business & Corporate

    MEMBER SPOTLIGHT: An Interview with Anne Gwal

    If there’s a through line in Anne Gwal’s legal career, it’s that she’s spent most of her years in-house. What’s been less constant are the numerous industries in which she has worked: medical devices, home health care, banking, and electric utility and energy. “The one thing that I can say, with respect to all my mergers in the past and in my career, was that I learned to adapt,” says Gwal, assistant general counsel at Exelon, a Fortune 100 electric utility, energy, and generation company based in Chicago and Washington, DC. She will join the Business Law Section’s Council in the fall.

    Month-in-Brief