Volume 72 - Number 1

Articles

Business & Corporate

The Bylaw Puzzle in Delaware Corporate Law

David Skeel

In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corporate law on two different occasions: with proxy access bylaws in 2009 and with shareholder litigation bylaws in 2015.

Business & Corporate

The Promise of Unfavorable Research: Ramifications of Regulations Separating Research and Investment Banking for IPO Issuers and Investors

Benjamin J. Catalano

The trend in Securities and Exchange Commission and Financial Industry Regulatory Authority rulemaking and enforcement to insulate research from investment banking influence has led to the removal of research analysts from the underwriting process with adverse consequences for new issuers and their investors.

Business & Corporate

The Case Against Fiduciary Entity Veil Piercing

Mohsen Manesh

The doctrine of USACafes holds that whenever a business entity exercises control over and, therefore, stands in a fiduciar position to another business entity, those persons exercising control owe a fiduciary duty to the beneficiary entity and its owners.

Report

Business & Corporate

Defining Key Competencies for Business Lawyers

Report of the Task Force on Defining Key Competencies for Business Lawyers, Business Law Education Committee, ABA Business Law Section

This report represents an effort to define and illustrate the competencies of a business or transactional lawyer. Its intended audience includes law schools (including faculty, curriculum committees, and administrators), law students, and practicing lawyers.

Survey

Business & Corporate

Annual Survey of Judicial Developments Pertaining to Venture Capital

Annual Survey Working Group of the Jurisprudence Subcommittee, Private Equity and Venture Capital Committee, ABA Business Law Section

The Annual Survey Working Group reports annually on the decisions we believe are the most significant to private equity and venture capital practitioners.

Survey

Business & Corporate

Survey - Cyberspace Law

Cyberspace Law Committee, ABA Business Law Section

Cyberspace law covers a lot of territory. Virtually every legal issue that is relevant to a business lawyer must be examined afresh when digital networked communications technologies become involved. Due to the breadth of that territory, our annual survey must be selective in subject matter as well as time.

Business & Corporate

Survey of the Law of Cyberspace: An Introduction

John A. Rothchild

Cyberspace law covers a lot of territory. Virtually every legal issue that is relevant to a business lawyer must be examined afresh when digital networked communications technologies become involved. Due to the breadth of that territory, our annual survey must be selective in subject matter as well as time.

Business & Corporate

Developments in Data Security Breach Liability

David L. Silverman

It was another very active year in the federal courts on the class action data security breach front, although we have yet to see a case of this type go to trial.

Business & Corporate

Hacking Away at Trust

Roland L. Trope and Lixian Loong Hantover

The year covered by this essay, June 2015–May 2016, saw the continuation of two trends in cybersecurity incidents: first, increasingly sophisticated cyber intrusions that exploit vulnerabilities in critical infrastructure, and second, increasing awareness that the success of such attacks ...

Business & Corporate

Privacy Developments: Private Litigation, Enforcement Actions, Legislation, and Administrative Actions

John Black and James Steel

In recent years, two principal areas of privacy-related legal exposure for businesses maintaining consumer personal information have been private litigation under the Telephone Consumer Protection Act (“TCPA”) and enforcement actions by the Federal Trade Commission (“FTC”).

Business & Corporate

European Union Data Privacy Law Reform: General Data Protection Regulation, Privacy Shield, and the Right to Delisting

W. Gregory Voss

Some of the most significant European data privacy law developments that have emerged since the European Union adopted the Data Protection Directive in 1995 occurred during the past year.

Business & Corporate

Social Media Law: Significant Developments

Christopher Escobedo Hart

Despite not being, strictly speaking, its own area of law, the term “social media law” usefully captures this complex interplay between different areas of law and social media platforms. This survey provides an overview of significant developments in social media law over the past year.

Business & Corporate

Online Contracting

Nancy S. Kim

The recent cases do not change the standards for assent to online contracts. They do, however, provide more guidance as to how these standards are applied. Significantly, in these cases, the courts engaged in a more nuanced analysis of notice.

Business & Corporate

Developments in the Law Affecting Electronic Payments and Financial Services

Stephen T. Middlebrook, Tom Kierner, and Sarah Jane Hughes

Developments affecting e-payments and financial services were as varied as ever during the past year. The subjects we chose for this survey focus on emerging issues in e-payments and federal and state regulation of e-payments and e-payment providers.

Business & Corporate

Copyrights in Cyberspace: Fair Use, Takedown Notices, and the Sixth Triennial Section 1201 Rulemaking

Jonathan T. Rubens

In this year’s survey, we continue to explore the copyright doctrine of fair use in disputes involving digital media and software development.

Business & Corporate

Online Intermediary Immunity Under Section 230

Venkat Balasubramani

This survey discusses recent cases applying the intermediary liability provision of the Communications Decency Act (“CDA”), 47 U.S.C. § 230 (“Section 230”), which gives providers and users of “an interactive computer service” broad protection against liability for claims based on information “provided by another information content provider.”

Cybersecurity

Navigating the Perils of Ransomware

Edward A. Morse and Ian Ramsey

Extortion is a longstanding business model for criminal enterprises. Kidnapping still presents a significant business risk in some areas.

American Bar Association TM American Bar Association

Vol. 72 No. 1 -- Winter 2016/2017

Articles

The Bylaw Puzzle in Delaware Corporate Law

The Promise of Unfavorable Research: Ramifications of Regulations Separating Research and Investment Banking for IPO Issuers and Investors

The Case Against Fiduciary Entity Veil Piercing

Report

Defining Key Competencies for Business Lawyers

Survey

Annual Survey of Judicial Developments Pertaining to Venture Capital

Survey

Survey - Cyberspace Law

Survey of the Law of Cyberspace: An Introduction

Developments in Data Security Breach Liability

Hacking Away at Trust

Privacy Developments: Private Litigation, Enforcement Actions, Legislation, and Administrative Actions

European Union Data Privacy Law Reform: General Data Protection Regulation, Privacy Shield, and the Right to Delisting

Social Media Law: Significant Developments

Online Contracting

Developments in the Law Affecting Electronic Payments and Financial Services

Copyrights in Cyberspace: Fair Use, Takedown Notices, and the Sixth Triennial Section 1201 Rulemaking

Online Intermediary Immunity Under Section 230

Navigating the Perils of Ransomware