Corporate Law’s Critical Junctures
The article deploys critical junctures to explain major changes to corporate law, arguing major alterations are associated with depressed share prices linked with business misconduct.
The Business Lawyer | Winter 2021-2022
Volume 77, Issue 1
Articles
Performances of Equity: Why Court of Chancery Transcript Rulings Are Law
Transcript rulings should be considered law - categorical disregard or demotion of transcript rulings decreases judicial accountability, increases uncertainty, and diminishes a repository of judicial…
What Lawyers Need to Know About Broker-Dealer Audit Requirements
This article covers what attorneys working with securities firms need to know about independent audits of those firms required under SEC Rule 17a-5.
Reports
Balancing Buyer and Supplier Responsibilities Model Contract Clauses to Protect Workers in International Supply Chains, Version 2.0
This article addresses provides a practical tool for companies that want to commit, or must under developing international law, to protect workers and other stakeholders in their international supply…
Report on Audit Response Timing Issues
Discusses the meaning and applicability of various dates relevant to audit responses and summarizes practices and guidance for audit response letters under the ABA Statement of Policy Regarding Lawye…
Legal Opinions on Section 4(1½) Resale Transactions
This report addresses legal opinions regarding the resale of securities conducted in reliance on the so-called “Section 4(1½)” exemption from the registration requirements of the Securities Act of 19…
Third-Party Closing Opinions: Limited Liability Companies (Revised 2021)
This report provides guidance on the wording and meaning of opinions on limited liability companies (“LLCs”) and the work required to support them. It replaces the Committee’s 2006 and 2011 reports o…
Survey—Cyberspace Law
Survey of the Law of Cyberspace: An Introduction
The survey highlights areas of cyberlaw. The global COVID-19 pandemic, which will soon enter its third year, continues to have an impact on e-commerce and cyberlaw.
The COVID-19 Pandemic One Year On: Finding Balance Between Privacy and Public Health
During the COVID-19 pandemic stay-at-home orders and social distancing requirements limited the possibility of safe and lawful in-person interactions for over a year.
Privacy Law Update
The privacy law landscape continues to evolve with new and emerging issues. This essay will address several significant legal developments in privacy law in the past year.
State Privacy Law Developments
The key developments in state privacy laws during the survey year occurred primarily in California and Virginia. The California Privacy Rights Act of 2020 (“CPRA”) expands consumer rights by amending…
The “New Abnormal”—The Emergence of Persistently Insecure Digital Systems
The essay in Part I introduces three cybersecurity concepts: High-Impact, Low-Frequency (HILF) cyber incidents, Advanced Persistent Threat (APT) attacks, and post-attack Persistently Insecure System…
Developments in Digital “Wrap” Contracts
Courts are increasingly adopting an ex ante approach when assessing contract formation by emphasizing what the drafter should have done to make the terms prominent and noticeable.
Developments in the Laws Affecting Electronic Payments and Financial Services
In this year’s survey, we discuss rulemakings, enforcement actions, and other litigation that have significantly impacted the law governing payments and financial services.
Intermediary Liability and Section 230 Developments
The service provider immunity provision of the Communications Decency Act (“CDA”) is nothing less than a cornerstone of the modern Internet Age.
Developments in Copyright and Trademark Law
During the survey year, the U.S. Supreme Court issued one blockbuster decision involving copyrights on software and another significant decision involving trademark law applied to domain names.
Developments in Advertising and Consumer Protection
The survey period has provided numerous decisions with far-reaching implications. Practitioners should monitor the continuing evolution of the TCPA and CFAA as case law continues to limit liability.