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The author introduces the articles that comprise this month’s mini-theme by equating practicing business law in the courtroom to learning how to practice sandbox etiquette.
In the past two decades, Delaware limited liability companies (LLC) have become a "go-to" entity. The authors detail litigation issues that have arisen under common law and the Delaware Limited Liability Company Act. In particular, the authors examine court decisions relating to faulty operating agreements, fiduciary duties, the statutory right of dissolution, and document inspection rights...
The authors summarize and analyze a number of key cases that the Delaware Supreme Court and the Delaware Court of Chancery issued in the first half of 2009. Topics discussed include director liability, Revlon duties, advancement of director legal fees, and plaintiff-shareholders’ request for books and records.
Today, almost all of a business’ discoverable information is created and stored electronically. The authors outline the basic requirements of a reasonable document retention program as a tool for preparing for and meeting the needs of broad electronic discovery demands. The authors focus particularly on “litigation holds” to prevent the destruction of documents relating to ongoing or anticipated litigation.
The authors examine the crime of “honest services” fraud under 18 U.S.C. § 1346. The law criminalizes “a scheme or artifice to deprive another of the intangible right of honest services. The authors detail examples of the law’s application to both public officials, the original intended target of the law, and private citizens.
The authors provide an overview of the recently-enacted Consumer Products Safety Improvement Act of 2008(CPSIA). The Act is the most dramatic regulatory regime for consumer products since Congress passed legislation that created the Consumer Products Safety Commission in 1972. The CPSIA bolsters CPSC enforcement procedures and powers through significant increases in civil fines, criminal penalties, and ease of conviction.
The authors highlight business law decisions from the Supreme Court’s 2008-2009 term. Topics include antitrust, pleading standards, arbitration, discrimination, and due process.
This article explores the issue of “Corporate Miranda,” a company’s duty to warn employees about the duty of loyalty possessed by an attorney to company employees in the course of a corporate investigation. The author provides a typical Corporate Miranda warning and summarizes two recent cases that highlight the importance of delivering a clear Corporate Miranda warning.
The author eschews the virtues of having an alternative dispute resolution (ADR) specialist as part of a law firm’s practice group for corporate clients. The author traces the history of ADR as a separate discipline of law practice and discusses how to build a successful ADR practice.
The author summarizes recent articles and reports of interest to business lawyers. This month the author summarizes articles and reports on the following topics: cursing in the workplace, increased applications for the JAG Corps, the unintended consequences that law firms’ practice of deferring first-year associates by temporarily placing them in public service jobs is having on the public services sector as a whole, the University of Detroit Mercy School of Law’s legal clinic on wheels, the growth of the video game industry, and the increased use of mediation in commercial cases
The authors review the Delaware Chancery Court’s recent decision in In re Citigroup Inc. Shareholder Derivative Litigation in which the court upheld a claim brought derivatively for waste based on a $68 million retirement package for an outgoing CEO. The authors also review earlier “waste” decisions from Delaware courts and offer suggestions for how companies can protect themselves from similar lawsuits in the future.
The author reviews the 2009 U.S. Court of Appeals for the Federal Circuit’s ruling in Tafas v. Doll addressing the ability of the U.S. Patent and Trademark Office (USPTO) to implement several of its Final Rules changing patent prosecution practice. The Final Rules affected continued examination filings, patent applications containing patentably indistinct claims, and requests for continued examination (RCEs) of claims in patent applications.
A book review of A Review of Executive Compensation for Emerging Growth Companies, Third Edition, by P Garth Gartrell Steven B Lapidus.