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An introduction to the July 2016 mini-theme on benefit corporations.
Benefit corporations are a new corporate entity, built on top of the existing corporate law. Before you can delve into the important and difficult questions that have emerged in the wake of this revolutionary development, you first need to understand what they are and which clients might find them appealing. This article is a primer on benefit corporations and the entrepreneurs who use the benefit corporation entity to build their companies.
If you’d like to become expert in the newest evolutionary corporate form—the benefit corporation—and master the delicate board and stockholder politics that arise when your clients adopt this new entity, then this article is for you. Montgomery provides the historical context for the benefit corporation so that you can position your practice to profit from clients shifting to a more responsible and sustainable approach to business.
Charitable organizations are not prohibited from undertaking profit generating activities and the benefit corporation entity form is a good option to consider when charitable organizations are structuring these activities. This article will discuss the business and tax issues an experienced business law practitioner should consider when structuring earned revenue options for charitable organizations and consider how the benefit corporation entity form fits into these structuring activities.
A majority of states have passed benefit corporation statutes, and proponents have touted the social reporting requirements as one of the statutes’ distinguishing improvements on traditional corporate law. This article shares early data showing benefit corporation reporting compliance rates below 10 percent, highlights deficiencies in the substantive reporting requirements, and offers suggestions for improving the current benefit corporation reporting framework.
Many states have adopted a new corporate statute that authorizes benefit corporations. This article explains how new forms broaden the nature of fiduciary duties to include stakeholders and shareholders, and how those broadened duties can fit into the capital markets. Alexander also explains how new forms are getting into public markets, and how lawyers can be prepared to guide clients interested in using the new structure.
The CEO must integrate the relevant staffs—legal, finance, compliance, human resources, and risk—and the relevant business leaders in different ways for different compliance tasks. This dynamic, functional reality is far more important for an effective compliance program than static organizational forms, including where the chief compliance officer reports (CEO or general counsel).
For many years, the federal banking agencies have used publicly available processes, procedures, and matrices to determine both whether a Civil Money Penalty is justified and, if so, the size of the penalty. However, the Financial Crimes Enforcement Network has no publicly disclosed CMP matrix or procedures to determine either a penalty is warranted or, if so, the appropriate amount. Serino demonstrates the urgent need for FinCEN to bring its CMP assessment process into alignment with other regulators.
If your client owns or operates or plans to purchase a business aircraft, it is important to understand that aviation is a highly regulated industry where the requirements of various government agencies are often at odds with each other and with certain of the client’s goals. This article outlines basic ownership and operating options available to aircraft owners, and common pitfalls to avoid when selecting and implementing these options, to help your client achieve regulatory compliance.
This year marks five years since the Consumer Financial Protection Bureau opened its doors in July 2011. The CFPB, an independent federal agency, was created in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act as a direct result of the 2008 financial crisis. The CFPB was designed to stand up for consumers and ensure that they are treated fairly in the financial marketplace.
The importance of social media use in the future of the finance industry is considerable. Over 80 percent of financial advisors use it for business. This article seeks to assist RIAs in developing or refining social media compliance policies and procedures reasonably designed to ensure compliance with the Investment Advisers Act of 1940.
Rubens summarizes key considerations in working as a principal business lawyer helping startup company client implement its first comprehensive IP protection plan and highlights main factors in approaching four key areas of IP. This article also provides guidance in how to prioritize and how to help the client focus on important IP protection issues.
This article addresses international implications of various legal privileges against the backdrop of the Panama Papers. The common law duty of confidentiality, attorney-client privilege, and work-product privilege are examined, and a brief overview of civil law privilege is provided.
Many business lawyers are unsatisfied professionally. We can alleviate the problem by using science, data and real-world examples to determine what motivates us and how to work toward that. By working toward what motivates us as lawyers, we will deliver better results and save our clients time and money.
A data breach can cost a company dearly in a variety of ways, and it is crucial for franchisors to understand the issues posed by cyber security and the methods to tackle it. This article provides an overview of the legal considerations for franchisors and pointers on bolstering the cyber security of a franchise system.
The Securities and Exchange Commission recently announced it had settled charges for alleged unregistered brokerage activity and other alleged securities law violations with private equity fund advisory firm Blackstreet Capital Management. The enforcement action, in which a general partner was found to have improperly acted as an unregistered broker-dealer after earning a success fee on portfolio transactions that BCM brokered in-house, signals the SEC’s increasing scrutiny of sponsors and managers engaging in similar activities.
The Delaware Court of Chancery has often found that the consideration received in a merger to be the best evidence of fair value in appraisal proceedings, but in a recent appraisal decision, the Court of Chancery rejected the deal price in the management-led buyout of Dell Inc. and held that the fair value for Dell Inc. was 28 percent higher than the deal price received by the public stockholders.
Kenneth Bialkin is synonymous with leadership in American business, law, and the Jewish community. Of counsel at Skadden Arps, Slate, Meagher & Flom, Bialkin has spent a lifetime building a thriving corporate and securities law practice, and, at the same time, serving as chairman to some of the top Jewish organizations. He’s served on numerous committees at the ABA and advisory committees of the Securities and Exchange Commission, the New York Stock Exchange, and the American Stock Exchange. In his legal career, he has been involved in some of the largest insurance company mergers and acquisitions in the United States.
Launched in February 2013, the Business Law Section’s In the Know CLE webinars have become one of the premier benefits of the Section. Members can earn valuable CLE on cutting-edge business law topics that feature the industry’s top legal experts.