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The 2021 European Private Target Mergers & Acquisitions Deal Points Study (the EU Private Target Deal Points Study or EU Study) is now posted on the ABA Business Law Section M&A Committee’s Market Trends Subcommittee’s webpage, available to all Business Law Section members who join (free of charge) the M&A Committee. The EU Study includes current data and comparisons with prior editions as well as with the US Private Target M&A Deal Points Studies. It reflects the main trends observed in share deals targeting European businesses and is a valuable resource for practitioners, investment bankers, corporate development teams, and other advisors. The next edition of the EU Study is already in the making, to cover deals signed or closed in 2022 or 2023. We invite interested practitioners to reach out to participate. [ABSTRACT FROM AUTHOR]

The ABA Business Law Section's Rule of Law Working Group and Pro Bono Committee collaborated with Reading Partners, a national nonprofit committed to developing children's reading skills, to engage elementary school students in topics related to the rule of law. Civic education is necessary for an engaged citizenry and a functional rule of law. The preamble to the Model Rules of Professional Conduct notes that lawyers have a special responsibility to strengthen the rule of law. To strengthen the rule of law, lawyers should work to eliminate bias, discrimination, and harassment in the practice of law; increase access to the justice system by taking on pro bono cases; and promote civic education in their local community. [ABSTRACT FROM AUTHOR]

The article from Business Law Today discusses a recent statement by SEC Chief Accountant Paul Munter regarding the scope of corporate risk assessment processes. Munter expresses concern that management and auditors often focus too narrowly on risks that directly impact financial reporting, while disregarding broader entity-level issues that may also impact financial reporting and internal controls. He emphasizes the need for comprehensive risk assessment processes that consider issuers' objectives, strategies, and related business risks. The article also discusses auditors' responsibilities in identifying risks and evaluating control deficiencies. It concludes by reviewing management's reporting obligations and suggesting potential additions to the auditor's report. [Extracted from the article]

NBI attorneys discuss, in both local and national (cross-office) forums, their values and the opportunities and the practicalities of practicing at a big firm-and how those translate into providing pro bono business legal services. October 24, 2022 A firmwide initiative founded in 2001, Goodwin Procter's Neighborhood Business Initiative (NBI) promotes equity and supports wealth creation in communities that face discrimination based on race, ethnicity, immigration status, gender, and/or LGBTQ+ status by providing pro bono legal services to entrepreneurs and small business owners who are members of, or whose businesses positively impact, such communities. [Extracted from the article]

Separately, Resolution 517 urges states, localities, territories and tribal courts to adopt a new Model Rule of Civil Procedure on the Appointment and Use of Court-Appointed Neutrals. But the next step is just beginning, and efforts are already underway to introduce the term "court-appointed neutral" into court rules, administrative orders, and common usage in the profession. The second resolution proposes a new court rule to harmonize and expand the ways in which these neutrals can support the effective administration of justice, for the benefit of courts and parties alike. [Extracted from the article]

The U.S. Supreme Court has declined to hear a petition for certiorari regarding online advertising practices in the latest battle in a long-running dispute between two mattress companies. Select Comfort alleged that the defendants used Select Comfort's trademarks in various online advertisements to sell its own products. [Extracted from the article]

In support of this conclusion, the Supreme Court observed that recognizing an insolvency exception not provided for in the DGCL would create uncertainty and undermine the predictability that is crucial for Delaware corporations. In the Winter 2020-2021 issue of In Our Opinion, the newsletter of the ABA Business Law Section's Legal Opinions Committee, I described the decision of the Delaware Court of Chancery in Stream TV Networks, Inc.[3] in which the Court, noting the common law doctrine that enables a board of directors of an insolvent corporation to authorize the transfer of assets to creditors without stockholder approval, held that stockholder approval under section 271of the Delaware General Corporation Law ("DGCL") was not required for the corporation to transfer substantially all its assets to its secured creditors without a formal foreclosure proceeding. Because the Court viewed a provision of the corporation's certificate of incorporation requiring approval of the corporation's Class B stockholders for a transfer of substantially all the corporation's assets to be similar to DGCL section 271, it held that this class vote provision also did not apply to the transfer to the secured creditors. [Extracted from the article]

In her remarks, Christophorou also noted that Kirk achieved new heights for the BLS Publications Board, which is responsible for the development of the Section's books-a major source of non-dues revenue for the Section. October 17, 2022 At the ABA's Business Law Section (BLS) meeting in Washington, DC, last month, Penny Christophorou, immediate past president of BLS, honored Donald R. Kirk, shareholder with Carlton Fields, with the Section Chair's Award. [Extracted from the article]

The article elaborates the statement of Trevor Norwitz, a professor at Columbia University School of Law, during the 2016 Delaware Business Law Forum. In his speech, he discussed the connection between Delaware appraisal rights and the American electoral system. He argues for a reformation of the appraisal rights in the state.

The article discusses vendor contracting project Cybersecurity Checklist of the American Bar Association's Cybersecurity Legal Task Force, which aims to help procuring organizations, vendors, and their counsel to address information security requirements in transactions. Topics include need for a documented strategy for identifying and managing cyber security risks; factors to be considered by a purchaser for vendor selection including nature of goods or services; and due diligence activities.

The article discusses the court case Obeid v. Hogan where the Delaware Court of Chancery confirmed that a Limited Liability Company (LLC) may adopt a governance structure that looks like a corporation. Topics covered include the provision of the Delaware LLC Act, the facts of the case involving Gemini Equity Partners LLC and Gemini Real Estate Advisors LLC and the broad freedom of contract under the Delaware LLC Act.

The article discusses the mitigation of risks of insolvency in typical commercial scenarios. These include drafting and negotiating supply contracts, entering into settlement agreements and dealing with a contract counterparty's bankruptcy. Topics covered include the fundamental bankruptcy concepts found un any contract negotiation, the ways by which vendors can prevent a preference claim such as payment in advance and forward contracts.

The article focuses on data related to provisions in commercial contracts like limitations of liability, insurance, and indemnities. It states that that the provisions causes loss to lawyers and business enterprises, and mentions that limitation of liability is an attempt by one party to reduce its financial exposure to the other party.

The article focuses on issue conflict over whether financial institutions have any liability for damages suffered by their customers' as a result of their customers' use of rogue mobile applications. Topics include the creation process of rogue apps; the risks that rogue apps pose to financial institutions and their customers; and efforts that financial institutions can take to shield themselves and their customers from the adverse effects caused by rogue apps.

The article focuses on evolution of bankruptcy and insolvency law and practice in the U.S. and Canada, as of April 2016. It states emergence of increased cross border coordination and cooperation between the countries, and mentions reduction of costs by law and practices of the insolvency by law practices using measures such as recognition proceedings and cooperation protocols between courts. It notes legal developments regarding possession financing and pension rights.

The article discusses the 2016 American Bar Association (ABA) Business Law Section Spring Meeting in held Montréal, Quebec in April 2016. Topics include the Fisher Program, sponsored annually by the Conference on Consumer Finance Law (CCFL); topics for millennial lawyers; and the need diversity in law practice.

The article discusses role of in-house counsel in proper administration of justice. It states that in-house counsel need to develop certain personal and professional skills that will enable them to work proactively, and mentions issues created by court delays. It notes cases of Supreme Court of Canada related to the role of counsel, and cites that the counsel should have a proper understanding about the justice system.

The article discusses Article 4A of the U.S. Uniform Commercial Code (UCC) and block chain and distributed financial technology as new rails for payments. Distributed financial technology, the technology underlying bitcoin transactions, can be used for funds transfer of real currency and is covered by Article 4A of the UCC which is a set of rules that defines the obligations and rights regarding funds transfer. The means of acceptance of payment through bank transfer is also discussed.

The article presents abstracts of the winter 2015-2016 issue of the periodical including SEC Administrative Proceedings: Backlash and Reform by Alexander I. Platt, Changes in the Model Business Corporation Act to Section 8.70, by Corporate Laws Committee and Survey of the Law of Cyberspace: An Introduction, by John A. Rothchild and offers information on the 2016 Business Law Section Spring Meeting held at Fairmont Queen Elizabeth and Hotel Bonaventure in Montréal, Québec from April 7-9, 2016.

The article explores the use of the phrase represents and warrants to introduce statements of fact in business contracts. Topics addressed include remedies for inaccurate statements of fact, elements of a claim for misrepresentation and a claim for breach of warranty specify under the Uniform Commercial Code with respect to warranty, and explanation for prevalence of use of represents and warrants outside the context of statements of fact relating to goods.

The article discusses the case, re Carlisle Etcetera LLC, and compared the traditional contractarian view of Delaware Limited Liability Company Act (LLC) with the evolving role of equity in the dissolution of Delaware LLCs litigation. Topics addressed include background facts about the case, existence of default equitable fiduciary duties and advice for practitioners in light of the Carlisle opinion and equity's increasing role in LLC litigation.

The article focuses on the liability of managers to a third party for actions taken on behalf of a limited liability company (LLC). The Restatement (Third) of the Law of Agency states that a manager is not a party to, and is therefore not liable to a third party on a contract between the LLC and a third party. In case of torts, the Law of Agency rules that when a manager commits a tort resulting in damage to a third party, the manager is liable to the third party for tortious conduct.

The article focuses on legal issues related to law firms bankruptcy and unfinished business. It specifically refers to the court case In re Thelen, 416 B.R. 732 (S.D.N.Y. 2012) which held that unfinished hourly fee matters of a bankrupt law firm is not the firm's property. The article also discusses the Uniform Partnership Act (UPA) which governs the unfinished business rule.

The article discusses intellectual property (IP) regulations in Hong Kong, China. It is informed that as legal systems in Hong Kong and China are different, IP registrations in Hong Kong are not protected in mainland China, and vice versa. It is informed that Hong Kong Intellectual Property Department (IPD) is the government authority to register trademarks in Hong Kong.

The article discusses key issues regarding setting up a business in Hong Kong, China. It discusses requirements for a Hong Kong private company, protection under the employment ordinance and tax issues that should be considered by U.S. investors while setting up a company in Hong Kong. It is informed that the Companies Ordinance (the CO) is the main commercial law in Hong Kong.

The article reports that the new listing requirements from the New York Stock Exchange LLC (NYSE) and NASDAQ Stock Market LLC (Nasdaq) for executive compensation has been approved by the U.S. Securities and Exchange Commission (SEC). It also presents a chart showing new NYSE and NASDAQ Compensation Committee Independence Rules.

The article reports on the Series Limited Liability Company (LLCs) form in the U.S. in which multiple businesses or series LLC can be operated under a common parent organization, called master LLC. It particularly discusses the scenario where one series or the master LLC faces financial problems and files petition under the U.S. Bankruptcy Code.

The article reports on the taxation issues related to the series limited liability companies (Series LLCs) in the U.S. It specifically refers to the proposed federal tax regulations under which each series is treated as a separate entity for calculating federal income tax. It also discusses problems raised when a Series is considered as a Separate Entity for employment tax purposes.

The article reports on the Michigan Public Act 333 signed by Michigan's Governor Rick Snyder on October 16, 2012, and which will be effective January 1, 2013. According to the law, business courts should be established in every Michigan county with at least three circuit judges. It examines the nearly 12 year effort to establish business courts in Michigan, and the future of business courts in Michigan.

The article offers information on the programs sponsored by the American Bar Association (ABA) Law Section's Director and Officer Liability Committee, entitled "Protecting the Corporate Director." The two programs, one live and another a webinar, aims to introduce the Corporate Counsel Checklist that will give corporate counsel a basis to supervise the establishment of an executive protection program. The final take-aways from the programs are discussed.

The article focuses on an issue concerning the implied contractual covenant of good faith and fair dealing, noted to be the duty that cannot be waived by parties in a Delaware limited liability company (LLC) agreement. It offers information concerning Delaware's application of the implied contractual covenant as well as the terms of the LLC agreement. The Delaware Supreme Court's ruling in Nemec v. Shrader case is mentioned.

The article analyzes whether web-based contract terms of sale are legally enforceable. It states that enforceability of these contracts will depend on the facts, the parties, and the jurisdiction examining the case. However, it indicates that the new waves of case law are emerging which combined technical realities and traditional contract principles, which advise the practitioner how to incorporate web-based of sale by reference into a client's contracts