Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

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2013 Articles

Action to “pierce corporate veil” fails—Another creditor spurned By Stephen M. Proctor June 2013 The recent case of On Command Video Corporation v. Samuel J. Roti follows other cases in which the 7th Circuit has shown itself decidedly unfriendly to creditors who sought compensation through the courts in failed business ventures but could have, but failed, to prevent their unfortunate situation.
The Affordable Care Act—Will stand-alone hospitals sink or swim? By John J. Tufano January 2013 For many stand-alone hospitals, merging, partnering, or affiliating with larger hospital networks may be their only option to remain viable and achieve certain scales required by the Patient Protection and Affordable Care Act.
Amgen eases securities fraud plaintiffs’ burden at class certification, but the dissent invites challenges to the long-standing “fraud-on-the-market” theory By Michael R. Karnuth November 2013 This article briefly describes the issues addressed in Amgen v. Connecticut Retirement Plans and Trust Funds and then provides a short history of the fraud-on-the-market theory as applied in securities fraud cases.
Compliance projects By Jennifer Zordani July 2013 A list of steps that help assess the type of compliance project a firm should undertake.
Crowdfunding By Cory White May 2013 The act of generating capital through very small contributions coming from the general public may implicate federal and state securities law concerns.
Deciding to be dissident: Proxy contest basics for non-registrants By Cory White January 2013 This article provides a very basic guide to non-registrants, i.e. dissident shareholders, who wish to proceed in a proxy contest.
Illinois Supreme Court Rules “Amazon Tax” preempted by Federal Internet Tax Fairness Law By William A. Price November 2013 An overview of the decision and its ramifications.
In re Synthes, Inc. shareholder litigation—Of fiduciary duties and footnotes By Tracy J. Nugent February 2013 In Synthes, the court addressed the fiduciary duty of a director who was the majority stockholder, and five other members of the Synthes Board of Directors he allegedly controlled, in the negotiation of the sale of the company.
Intellectual property: Do you own it and consequences of not owning it By David H. Levitt February 2013 In patent law, the owner of the work is the inventor. In copyright law, the person who fixes the expression in a tangible medium is the creator of the work—and the owner of the copyright.
Negotiating terms & conditions for the sale of goods: A seller’s perspective By Tron M. Ross May 2013 This article examines sales of goods from a seller’s viewpoint and proposes that focusing on the issues presented herein will provide “adequate” protection for the selling party.
A new defense to malpractice claims for securities litigators By John R. Schleppenbach June 2013 Securities class action litigators may now defend malpractice actions on the grounds that an award of attorneys’ fees in a class action includes a conclusive determination that counsel’s representation was adequate.
A new option for resolving investment fraud disputes By Laurence M. Landsman July 2013 This article provides the analytical framework for deciding whether to arbitrate a securities dispute involving a registered investment advisor within the FINRA Dispute Resolution process rather than file a lawsuit and litigate the claims in court.
New SEC crowdfunding rules By William A. Price November 2013 An update on the rules governing crowdfunding.
Pielet v. Pielet: The Supreme Court speaks on successor liability and survival of remedy against a dissolved corporation By Charles W. Murdock November 2013 A summary of the recent case of Pielet v. Pielet.
Shareholder disputes: What is the appropriate standard of value? By Brian R. Potter May 2013 Shareholder and partner disputes can arise for a variety of reasons. Parties to these disputes should be cognizant of the nuances that may be involved in the valuation of interests in closely held businesses in such matters, including the appropriate standard of value to be applied.
Statute of Frauds defense fails based on course of dealing By Stephen M. Proctor May 2013 The recent case of Irvington Elevator Company, Inc. v. Robert Heser et. al. illustrates the importance of a binding written contract, to avoid the statute of frauds.
Using an ESOP as a possible exit strategy for privately owned businesses By Anthony J. Jacob February 2013 Selling some or all of a privately held company to an ESOP offers significant tax incentives not available in traditional sales transactions.