- The Mental Health Crisis in the Legal Professionby Marcia Narine Weldon on June 3, 2023 at 2:13 pm
If you follow me on LinkedIn, you know that I posted almost every day in May for Mental Health Awareness Month. Last week, I had the opportunity to discuss mental health and well being for an AmLaw […]
- Guest Post from Guy Rub on Federal Law and Browsewrap Agreementsby Jeremy Telman on June 2, 2023 at 11:15 am
Today, we welcome guest-blogger Guy Rub (right) to the blog. Professor Guy A. Rub is the Joanne Wharton Murphy/Class of 1965 and 1973 Professorship in Law at The Ohio State University Moritz College […]
- What a Week Yesterday Wasby Ann Lipton on June 2, 2023 at 8:51 am
In blogging, it’s feast or famine. Some weeks I strain to find something to say; other times I’m spoiled for choice. This week, we kick off with the Supreme Court’s decision in Slack v. Pirani, […]
- Supreme Court Upholds “Tracing” Requirement for Section 11 Casesby Benjamin P. Edwards on June 1, 2023 at 11:25 pm
Earlier today the Supreme Court released its opinion in Slack Technologies LLC v. Pirani. It ruled that a plaintiff seeking to bring a Section 11 claim must trace their stock to a registration […]
- AI Assists in Union Bustingby Jeremy Telman on June 1, 2023 at 11:16 am
As we noted last August, 2022 saw a dramatic uptick in unionization in the United States. Not surprisingly, for every action, there is a dastardly corporate reaction. But this is pretty […]
- (Tardy) Tuesday Top Ten – Contracts & Commercial Law Downloads for May 31, 2023by Mark Edwin Burge on May 31, 2023 at 9:27 pm
Welcome to the quad-T version of our SSRN top ten list, with the extra "T" standing in for tardy. But even when we are a day late, we’re never a dollar short around here, as the liquidated […]
- Sixth Circuit Affirms Dismissal of Tortious Interference Claim Against Goldman Sachsby Jeremy Telman on May 31, 2023 at 11:48 am
This is a pretty neat, short case for those interested in teaching intentional interference with business relations (IIBR), but as the tort specifically excludes liability for interference with […]
- In Memory; Harvey Pittby joanheminway on May 31, 2023 at 2:37 am
The following message was received by me earlier this evening from the SEC Historical Society. I thought many of you would want the information. I interviewed with Harvey Pitt back at Fried Frank in […]
- I’m Moving to the Free Enterprise Projectby Stefan J. Padfield on May 30, 2023 at 3:11 pm
It’s not quite as dramatic as LeBron James taking his talents to South Beach, but I’m nevertheless excited to announce my upcoming move to the Free Enterprise Project (FEP), a DC-based think tank […]
- Classic COVID Force Majeure Case: Commvault v. Marriottby Jeremy Telman on May 30, 2023 at 11:27 am
Commvault Systems, Inc (Commvault) is in the business of hosting large-scale conference events. It entered into three contracts with Marriott Hotel Services, Inc. (Marriott) to hold various events at […]
- Closing Out An Annual Day Of Reflection . . . .by joanheminway on May 30, 2023 at 6:18 am
Each year on and around Memorial Day, in addition to all the promotional sales that hit my email in box and text messaging apps, I read many grateful testimonials to those whose lives were lost in […]
- We haven’t even gotten climate change disclosure rules yetby Ann Lipton on May 26, 2023 at 1:13 pm
But the First Amendment challenges to the securities laws seem to be piling up – in the Fifth Circuit Court of Appeals, specifically. The Chamber of Commerce recently petitioned that court to […]
- Curious About What the Bar Exam Will Look like in 2026?by Jeremy Telman on May 26, 2023 at 12:07 pm
You can get a sense of what it will look like here. Contracts coverage is specified on pages 16-20. I don’t see very many surprises here. Comparing the topics now covered to my syllabus, I would only […]
- SEC Changes Introductory Disclaimer – Likely In Response to Discovery Disputeby Benjamin P. Edwards on May 25, 2023 at 5:31 pm
If you regularly read speeches given by SEC Commissioners and staff, you may have noticed a change in the standard opening. For most of my career, the remarks always began with something to this […]
- Recharged: Another Bankruptcy Court Says Electricity Is NOT a Goodby Jeremy Telman on May 25, 2023 at 11:23 am
In February, we posted about an Oregon bankruptcy court that had concluded that electricity is not a good. Last week, a New York bankruptcy court followed suit in an unpublished opinion in In re […]
- New Paper – Flight to Safety in the Regional Bank Crisis of 2023by Colleen Baker on May 24, 2023 at 4:03 pm
Yesterday, a new paper by Cecilia Caglio, Jennifer Dlugosz, and Marcelo Rezende – all affiliated with the Board of Governors of the Federal Reserve System – posted on SSRN, Flight to Safety in the […]
- Guest Post: Spencer Williams, Generative Contractsby Jeremy Telman on May 24, 2023 at 11:18 am
Spencer Williams (right) is an Associate Professor at the Golden Gate University School of Law, where he researches and teaches at the intersection of business law and innovation. He writes on topics […]
- (Return of the) Tuesday Top Ten – Contracts & Commercial Law Downloads for May 23, 2023by Mark Edwin Burge on May 23, 2023 at 5:21 pm
The Tuesday Top Ten returns after a summer-travels off week. Let’s see what’s hot on the charts at SSRN for our favorite subjects, shall we? Top Downloads For: Contracts & Commercial Law eJournal […]
- Paramount’s South Park Counterclaimsby Jeremy Telman on May 23, 2023 at 11:37 am
In March, based on a tip from OCU 1L Austin Manley, we reported that HBO’s parent company, Warnermedia Direct is suing Paramount and others for breach of a 2019 deal in which HBO claims it won an […]
- C. Warren Neel – Celebrating Corporate Governance Research and an Accidental Mentorby joanheminway on May 23, 2023 at 4:47 am
Earlier today, I had the honor of making a brief presentation at a luncheon honoring both the 20th anniversary of the Corporate Governance Center at The University of Tennessee, Knoxville, and a dear […]
- Vintage Fraud: When Liquid Assets Leak Awayby Peter D. Hutcheon on May 22, 2023 at 11:57 am
No one knows for certain who figured it out or where it happened, but somewhere in the centuries from before the year 6000 B.C., humans discovered that the juice from grapes could ferment into wine. […]
- Retail Corporate Governanceby Ann Lipton on May 20, 2023 at 8:33 am
There’s been a lot of thinking recently about retail shareholder power. The meme stock phenomenon, and the popularity of platforms like Robinhood, showed that retail shareholders can in sufficient […]
- University of Miami Law School Seeks Law & Technology Resident Fellow: Apply by July 1, 2023by Marcia Narine Weldon on May 19, 2023 at 7:22 pm
I’m excited to announce this new position. It’s particularly timely as just this morning, I had breakfast with venture capitalists, founders, and others in the tech ecosystem nurtured and propelled […]
- American Business Law Journal Accepting Editorial Board Applicationsby Colleen Baker on May 17, 2023 at 5:13 pm
Dear BLPB Readers: "The American Business Law Journal invites ALSB members who are interested in serving on the Editorial Board of the ABLJ to apply for the position of Articles Editor. The ABLJ […]
- The FTC’s M&A Exception in its proposed Non-Compete Clause Ruleby Bartley J. Breinin on May 16, 2023 at 12:38 pm
In January 2023, the Federal Trade Commission (the “FTC”) proposed the Non-Compete Clause Rule (the “Proposed Rule”).* The Proposed Rule would, among other things, provide the following: […]
- Pricing Service? SEC Bends the Law to Sanction Valuer of Fixed Income Securitiesby Peter D. Hutcheon on May 15, 2023 at 5:14 pm
Former NYC Mayor Michael “Mike” Bloomberg started it all. After graduating with a B.S. in electrical engineering in 1966, he went on to gain an M.B.A. from Harvard. In 1973, he became a general […]
- Leadership Opportunity – The University of Tennessee College of Lawby joanheminway on May 15, 2023 at 1:00 pm
As many of you know, I have had the honor and privilege of being the Interim Director of the Institute for Professional Leadership (IPL) at The University of Tennessee College of Law for the past […]
- Possibly the easiest theory in corporation lawby Ann Lipton on May 13, 2023 at 8:17 am
This week, VC Laster upheld Caremark claims against Facebook’s board in a telephonic ruling. The nub of the allegations was that the board allowed Facebook to violate an FTC consent decree, […]
- I did the thingby Ann Lipton on May 10, 2023 at 6:38 pm
Regular readers may have noticed that I was, perhaps, intrigued by the Twitter v. Musk dispute. Obviously, I could not allow all that time spent studying a single case to go to waste, so I finally […]
- Well-Being in Law Week: A Good Thing, Except Maybe for the Timing . . . .by joanheminway on May 9, 2023 at 2:04 pm
In 2021 and again in 2022, I blogged about Well-Being Week in Law. The first week in May bears this title, offering a chance for all of us to focus on how to best ensure that those involved in […]
- Right for the Wrong Reasons: NJ Court Values LLC Buyout Using Partnership Principlesby Peter D. Hutcheon on May 8, 2023 at 11:35 am
On Friday, Nov. 18, 2022, a three-judge panel of the New Jersey Superior Court, Appellate Division, issued a 67-page decision, per curiam, in Care One LLC, et al., v. Adina Strauss and Jeffrey Rubin, […]
- Ten Questions Lawyers Should Ask Themselves about AIby Marcia Narine Weldon on May 5, 2023 at 7:20 pm
A few months ago, I asked whether people in the tech industry were the most powerful people in the world. This is part II of that post. I posed that question after speaking at a tech conference in […]
- Corwin Cleansing, Continuedby Ann Lipton on May 5, 2023 at 4:50 pm
In re Edgio, Inc. Stockholders Litigation, decided by VC Zurn this week, presented the unsettled question whether Corwin cleansing would apply to post-closing shareholder actions seeking injunctive […]
- The Fiscal Sponsorship Alternativeby joanheminway on May 2, 2023 at 6:48 am
A great joy in my law practice over the years has been to work on a pro bono basis with creative and social enterprises. For the 2021 Business Law Prof Blog symposium, Connecting the Threads, I […]
- Underwater Investment: SEC Sues Hawaiian Semisubmersible Company for Offering Fraudby NM PR on May 1, 2023 at 1:24 pm
In 2003, then 50 -year-old Curtiss E. Jackson, a California resident (“CEJ”), founded two entities: Semisub CA and Semisub LLC, “with the stated purpose of constructing and later operating a […]
- No Exit: SEC Sanctions Investment Advisers for “Pay to Play” Violationsby Peter D. Hutcheon on April 24, 2023 at 11:32 am
Rule 206(4)-5 (the “Rule”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) promulgated under the Investment Advisers Act of 1940, as amended (the “40 […]
- Garden State “Developers:” SEC Sues Real Estate Investment Firm and its Principals for $630…by Peter D. Hutcheon on April 17, 2023 at 11:26 am
The U.S. Securities and Exchange Commission (“SEC”), in a Complaint (the “Complaint”) filed on Thursday, Oct. 13, 2022, in the Federal Court for the District of New Jersey, charged National […]
- Volunteers Only Win in Tennessee: NJ Court Holds No LLC Derivative Claim and No Third Party Claim…by Peter D. Hutcheon on April 10, 2023 at 1:31 pm
In 2004 Arthur Aaron (“Aaron”) and Mark Steinberg (“Steinberg”) formed a New Jersey corporation, A & M Cards Worldwide, Inc. (“Cards”), whose business is not described by either the […]
- When the “Back Door” is Closed: Muni Bond Underwriter Sanctionedby Peter D. Hutcheon on April 3, 2023 at 4:42 am
I have previously written about the peculiar structure of disclosure obligations with respect to municipal securities in my Sept. 22, 2020 Blog “SEC Focus on Municipal Securities Disclosure and […]
- “Oh, Baloney!” SEC Sues Father, Son, and Friend for Manipulating the Stock of a New Jersey Deliby Peter D. Hutcheon on March 27, 2023 at 4:38 am
Paulsboro, New Jersey, is a small (2020 census: 6,196 residents) borough in Gloucester County, created in 1904 when the New Jersey Legislature carved it out of Greenwich Township. It was named after […]
- Startup Cap Table 101: Reflecting a New Equity Financingby noreply@blogger.com (Arina Shulga) on December 7, 2020 at 12:59 pm
In the first blog post about cap tables, we talked about setting up equity compensation pools. In this blog post, let’s learn how to add a new equity investment to the cap table. Let’s assume […]
- Startup Cap Table 101: Introducing an Equity Compensation Poolby noreply@blogger.com (Arina Shulga) on December 2, 2020 at 5:23 pm
I have to admit: cap table calculations are not easy and not all startup lawyers enjoy this part of their jobs. However, no matter how hard it can get, being able to make sense of the cap table […]
- The SEC Modernizes US Securities Laws – Part I – Amendments to the “Accredited Investor”…by noreply@blogger.com (Arina Shulga) on November 29, 2020 at 1:14 pm
This Fall 2020 has seen an unprecedented number of rulemaking by the Securities and Exchange Commission (the “SEC”) that will be remembered for years to come. I will attempt to summarize the […]
- Temporary Rules Make Crowdfunding Easierby noreply@blogger.com (Arina Shulga) on May 5, 2020 at 1:49 pm
Yesterday, on May 4th, the Securities and Exchange Commission (the “SEC”) adopted temporary rules (through the end of August) making it easier for smaller companies affected by COVID-19 to raise […]
- Открытие Бизнеса в США: Практические Советыby noreply@blogger.com (Arina Shulga) on May 4, 2020 at 8:59 pm
Мы организуем бесплатный вебинар на тему открытия бизнеса в США. Вебинар покроет не только юридические […]
- LEGAL PERSPECTIVE ON RUNNING A SUCCESSFUL CROWDFUNDING CAMPAIGNby noreply@blogger.com (Arina Shulga) on January 29, 2020 at 2:48 pm
Although Regulation Crowdfunding (or Reg CF in short) is a great way to get funding for companies that otherwise would have been overlooked by angel or VC investors, running a successful and […]
- Amending the Definition of “Accredited Investor”by noreply@blogger.com (Arina Shulga) on January 18, 2020 at 3:57 pm
The definition of an “accredited investor” is the cornerstone of Regulation D that provides a safe harbor exemption for private placements of securities by startups and more mature companies. […]
- Corporate Formalities for Delaware Startupsby noreply@blogger.com (Arina Shulga) on November 30, 2019 at 5:04 pm
You have just formed your very first Delaware corporation. Congratulations! Although as a busy founder you may not have time to take care of ongoing corporate maintenance, there are some minimum […]
- SEC Complaint Against a VC Exempt Reporting Adviserby noreply@blogger.com (Arina Shulga) on August 22, 2019 at 1:56 pm
On August 13, 2019, the SEC filed a complaint against Stuart Frost and Frost Management Company, LLC for violating the antifraud provisions of Sections 206(1)-(2) and 206(4) of the Investment […]
- How Using the Word “MAY” Instead of “WAS” Can Cost You $100 Millionby noreply@blogger.com (Arina Shulga) on August 2, 2019 at 7:16 pm
On July 24, 2019, the SEC charged Facebook Inc. $100 million for inaccurately disclosing the risk of misuse of user data. Facebook agreed to pay, without admitting or denying any wrongdoing. So, […]