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BLT: March 2017

Our Mini-Theme: LLCs, Partnerships and Unincorporated Business Entities

Our Mini-Theme

Our Mini-Theme: LLCs, Partnerships and Unincorporated Business Entities

An introduction to the March 2017 mini-theme on LLCs, Partnerships and Unincorporated Business Entities.

In M&A transactions, the negotiation of contractual provisions intended to protect against claims for fraud based on extra-contractual statements may be contentious. A series of recent decisions from the Delaware Court of Chancery has provided additional insight into the effectiveness of such “anti-reliance” clauses as a tool for establishing the “universe” of information upon which a potential post-closing fraud claim may (or may not) be based.

The legal profession is changing. In this article, the authors explore the changing dynamics of the relationships between in-house law departments and their external providers of legal service, including law firms.

In a recent order, the Delaware Supreme Court affirmed the Superior Court’s opinion finding that, among other things, the New Castle County Unified Development Code did not violate the U.S. Constitution. Specifically, the court found that the county’s use of concurrency laws did not amount to an unconstitutional exaction under the Nollan/Dolan/Koontz trilogy of cases because no demand was made on the developer by the county. Instead, the Delaware Department of Transportation — a state agency with only an advisory role — had entered into discussions and negotiations with the developer, a key distinction from the Nollan/Dolan/Koontz trilogy.

In February 2017 the DOJ Fraud Section quietly released a short paper entitled “Evaluation of Corporate Compliance Programs,” which sheds more light on how the DOJ’s new compliance expert will differentiate effective compliance programs from those that are superficially pretty.

In re Merge Healthcare Inc. is the latest in a series of opinions from the Delaware Court of Chancery in the wake of the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC. The decision also helps to clarify some uncertainty created by various decisions of the Court of Chancery as to the effect of Corwin on interested director transactions.

With this issue, in cooperation with the Uniform Law Commission, we initiate a column on the law of incorporated entities, principally, limited liability companies. The column will appear every other month and discuss issues as they develop around the country.

Forty-three years practicing law, Robert Keatinge, of counsel at Holland & Hart LLP and renowned expert in business law, is still having fun. He counsels clients on all stages of operations, teaches law, writes treatises and law review articles, delivers speeches, serves as a consulting or expert witness, and he still has time to pursue his passion — Shakespeare.

This month’s “Inside Business Law” highlights several upcoming publications from the Business Law Section that will be released in April 2017.

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Next month’s issue of Business Law Today will feature topics in corporate governance as well as articles on methods for more expeditious trials in commercial cases, a new interactive pro bono website and director and officer liability for WARN act claims in light of Stanziale.

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Business Law Section Annual Meeting
September 14-16, 2017
Chicago, IL

BLT is a web-based publication drawing upon the best of the Section's resources, including featured articles and other information from around the Section. Stay informed on the latest business law practice news and information that will benefit you and your clients.