Business Law

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 […]

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 […]

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, […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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. […]

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 […]

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 […]

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 […]

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: […]

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 […]

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 […]

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, […]

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 […]

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 […]

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, […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

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 […]

 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 […]

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 […]

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 […]

Мы организуем бесплатный вебинар на тему открытия бизнеса в США. Вебинар покроет не только юридические […]

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 […]

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. […]

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 […]

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 […]

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, […]