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M & A Law Prof Blog

Edited by Brian J.M. Quinn, Afra Afsharipour, and Michael A. Woronoff.

http://lawprofessors.typepad.com/mergers/

Apr 23
Call for Papers: Contractual Governance

Call for Papers: Contractual Governance

From our friends at the AALS Section on Business Associations: Call for Papers for Section on Business Association Program on Contractual Governance: the Role of Private Ordering at the 2019 AALS Annual Meeting The AALS Section on Business…
Apr 2
Corporate & Securities Litigation Workshop - Call for Paper

Corporate & Securities Litigation Workshop - Call for Paper

From our friends at the Workshop for Corporate & Securities Litigation: The University of Richmond School of Law, in conjunction with Boston University School of Law, University of Illinois College of Law, and UCLA School of Law, invites…
Aug 18
Faculty Position - Richmond

Faculty Position - Richmond

Richmond is seeking to fill slots in the corporate area. See notice below: The University of Richmond School of Law seeks to fill three tenure-track positions for the 2018-2019 academic year, including one in corporate/securities law.…

Rank this Week: 127

InhouseBlog

Covers corporate, employment law, environmental, forms, insurance, IP, litigation and more. By Geoffrey G. Gussis.

http://www.inhouseblog.com

Jun 15
Staying Where You Are Is a Decision

Staying Where You Are Is a Decision

Staying where you are is a decision, as Kate Reder Sheikh of MLAGlobal points out in a recent article. In a hot legal market, not even considering new opportunities can be a decision you may regret...
Jun 14
First Lawyer at a Startup – How to Prevent a GC Hire Above You

First Lawyer at a Startup – How to Prevent a GC Hire Above You

If you are the first lawyer at a startup, the time will come when the company may look to hire a GC. And that GC may end up being above you. How do you prevent...
Jun 12
These 5 Time-Wasters are Killing your Job Search

These 5 Time-Wasters are Killing your Job Search

Don’t shoot yourself in the foot – wasting time is the best way to go about killing your job search. For in-house counsel jobs or even General Counsel jobs, you have to work methodically and...

Rank this Week: 286

The D & O Diary

News and commentary on Directors and Officers Liability. By Kevin M. LaCroix.

http://www.dandodiary.com/

Jun 17
A Q&A on Wage & Hour Insurance

A Q&A on Wage & Hour Insurance

My recent post about wage and hour exposure and insurance triggered an email exchange with one of the blog’s readers, Machua Millett, who is the Chief Innovation Officer for the financial and professional unit (FINPRO) at Marsh.…
Jun 13
Is a Digital Coin that Functions as a Medium of Exchange a “Security”?

Is a Digital Coin that Functions as a Medium of Exchange a “Security”?

One of the cutting-edge legal issues – one that is raised in a number of pending securities class action lawsuits – is the question of whether cryptocurrencies are “securities” and therefore required to be registered…
Jun 12
Litigants Have to Disclose Insurance, Does That Mean Litigation Financing Should be Disclosed, Too?

Litigants Have to Disclose Insurance, Does That Mean Litigation Financing Should be Disclosed, Too?

One of the hot topics in the litigation arena these day is the question of whether or not litigants should be obliged to disclose their litigation funding arrangements to opposing parties. Indeed, as discussed here, last month three U.S.…

Rank this Week: 461

Corporate Law and Democracy

A repository of ideas, comments and papers on a range of issues related to corporate law and democracy. By Boston College Law School Professor Renee Jones.

http://reneejones.wordpress.com/

Nov 18
Whither State Securities Enforcement?

Whither State Securities Enforcement?

Susan Antilla of Bloomberg news published a recent column revisiting the question of the continued viability of state securities regulators’ enforcement authority. I spoke to Susan about my research on the issue and I am quoted in…
Nov 18
Whither State Securities Enforcement?

Whither State Securities Enforcement?

Susan Antilla of Bloomberg news published a recent column revisiting the question of the continued viability of state securities regulators’ enforcement authority. I spoke to Susan about my research on the issue…
Sep 19
Bailout-palooza

Bailout-palooza

The federal goverment’s proposal for a bailout of the financial industry sounded somewhat familiar to me. I remembered that I had blogged about a similar proposal about a year ago on Conglomerate.

Rank this Week: 329

Special Situations Law

By Norton Rose Fulbright. Covers shareholder activist and defence mandates, as well as complex reorganization transactions.

http://www.specialsituationslaw.com/

Jun 14
Changes coming to Canadian Business Corporations Act (CBCA)

Changes coming to Canadian Business Corporations Act (CBCA)

Bill C-25 received Royal Assent on May 1, 2018. The bill will amend the CBCA by: reforming certain aspects of director elections; creating requirements for public companies to disclose officer and director diversity representation; and…
Jun 14
The Gender Question: BC Securities Commission asks for comment on disclosure requirements with respect to board gender diversity

The Gender Question: BC Securities Commission asks for comment on disclosure requirements with respect to board gender diversity

In late 2014, the Canadian Securities Administrators (CSA) published “comply or explain” rules regarding female representation in director and executive officer positions. The requirements were codified in National Instrument…
Jun 13
TSX Adds New Website Disclosure Requirement

TSX Adds New Website Disclosure Requirement

In October 2017, the TSX published updates under section 473 of the TSX Company Manual placing additional disclosure obligation requirements on non-exempted TSX-listed issuers. These updates became effective on April 1, 2018. The TSX’s…

Rank this Week: 1008

Law Department Management Blog

Covers managing in-house counsel groups. By Rees Morrison.

http://www.lawdepartmentmanagementblog.com/

Aug 14
Plots with All CAPITAL LETTER axis labels, locations at the left and top and no title

Plots with All CAPITAL LETTER axis labels, locations at the left and top and no title

The graphical visualization skills of the New York Times leave me envious. For that reason, a plot in the sports section on August 12, 2015 regarding aces by male tennis players caught my eye. Not having the data available to the Times, I…
Aug 14
Plots with All CAPITAL LETTER axis labels, locations at the left and top and no title

Plots with All CAPITAL LETTER axis labels, locations at the left and top and no title

The graphical visualization skills of the New York Times leave me envious. For that reason, a plot in the sports section on August 12, 2015 regarding aces by male tennis players caught my eye. Not having the data available to the Times, I…
Aug 14
Plots with All CAPITAL LETTER axis labels, locations at the left and top and no title

Plots with All CAPITAL LETTER axis labels, locations at the left and top and no title

The graphical visualization skills of the New York Times leave me envious. For that reason, a plot in the sports section on August 12, 2015 regarding aces by male tennis players caught my eye. Not having the data available to the Times, I…

Rank this Week: 841

Jonathan B. Wilson

By the Senior Vice President, Legal and Corporate Development for Web.com, Inc.

http://www.jonathanbwilson.com/index.html

Aug 28
DOJ to Issue Guidance on Foreign Corrupt Practices Act

DOJ to Issue Guidance on Foreign Corrupt Practices Act
Jun 25
Awaiting a Ruling on Obamacare

Awaiting a Ruling on Obamacare
Jun 22
CEI Sues Over Constitutionality of Dodd-Frank

CEI Sues Over Constitutionality of Dodd-Frank

Rank this Week: 826

High Tech Policy Blog

From Cisco Systems.

http://blogs.cisco.com/gov

Jun 15
CLOUD Act Forecast: Opportunity for Greater Transparency

CLOUD Act Forecast: Opportunity for Greater Transparency

Passage of the CLOUD Act in the U.S. and the subsequent dismissal of the “Ireland Warrant” litigation raises two important questions. First, does the law grant sweeping new powers to reach...
Dec 21
US Justice Department Advises Prosecutors: Seek Data from Enterprises Rather than Cloud Service Provider

US Justice Department Advises Prosecutors: Seek Data from Enterprises Rather than Cloud Service Provider

At Cisco, we have long advocated that “data and communications stored in the cloud should receive equivalent protections against unreasonable government search and seizure just like documents stored on premises or in paper…
Dec 6
Cisco Weighs in on Mobile Privacy Case

Cisco Weighs in on Mobile Privacy Case

Last week, the U.S. Supreme Court took up a case, U.S. v. Carpenter, that turns upon the “third-party doctrine.” The question before the court is whether cell phone location information obtained from a third-party mobile service…

Rank this Week: 1500

JOTWELL - The Journal of Things We…

JOTWELL - The Journal of Things We Like (Lots)

Edited by University of Miami School of Law Professor Michael Froomkin, The Journal of Things We Like (Lots)–JOTWELL–invites law professors to join us in filling a telling gap in legal scholarship by creating a space where legal academics will go to identify, celebrate, and discuss the best new legal scholarship.

http://jotwell.com/

Jun 15
Hail to the Chief Justice

Hail to the Chief Justice

Jeffrey Rosen, William Howard Taft (2018). Jordan Singer A bellicose politician is on the warpath. His target: the judiciary. On the stump, he mocks individual judges by name and castigates their rulings. The courts, he declares, should…
Jun 14
How Much Do You Really Know About Fraud?

How Much Do You Really Know About Fraud?

Ed Balleisen, Fraud: An American History from Barnum to Madoff (2017). Cristie Ford How did mail fraud come to be a powerful, all-purpose statutory tool for pursuing financial fraud in the United States? How does financial fraud resemble and…
Jun 14
How Much Do You Really Know About Fraud?

How Much Do You Really Know About Fraud?

Ed Balleisen, Fraud: An American History from Barnum to Madoff (2017). Cristie Ford How did mail fraud come to be a powerful, all-purpose statutory tool for pursuing financial fraud in the United States? How does financial fraud resemble and…

Rank this Week: 2947

Littman Krooks LLP Blog

Covers corporate, elder law, estate planning and special needs planning.

http://www.littmankrooks.com/blog/

Jun 14
Wealth Alone Cannot Protect Vulnerable Elder

Wealth Alone Cannot Protect Vulnerable Elder

Wealth alone is no guarantee that older individuals will enjoy a safe and happy retirement. While Americans enjoy well-planned senior years, some older individuals live alone with no one to care for them. According to the U.S. Census Bureau,…
Jun 1
Yonkers First Responders Disability Registry Aims to Provide Better Emergency Care for Special Needs Resident

Yonkers First Responders Disability Registry Aims to Provide Better Emergency Care for Special Needs Resident

Emergency first responders often possess little more than the information contained in a 911 call and a street address. While this might suffice for most situations, when the emergency involves a resident with special needs, customary…
May 29
Key Considerations for a Medicaid Spend-down

Key Considerations for a Medicaid Spend-down

Annual nursing home costs in Westchester County are $149,136 on average, according to the most recent information published by the New York Department of Health. This is a significant expenditure, especially when multiplied for each year of…

Rank this Week: 1653

Deal Law Wire

Addresses private equity, foreign investment in Canada, antitrust/competition, cross-border transactions, litigation, taxation, employment and intellectual property issues that affect deal-making. By Norton Rose Fulbright.

http://www.deallawwire.com/

Jun 14
Competition Bureau opens consultation on revised immunity and leniency program

Competition Bureau opens consultation on revised immunity and leniency program

Last month, the Competition Bureau issued its revised immunity and leniency programs for public consultation (open until June 29), an important development as it represents the culmination of a process that began in 2015. An initial draft of…
Jun 12
Streamlining due diligence 101 – establish your virtual data room early

Streamlining due diligence 101 – establish your virtual data room early

Whether you are gearing up for an acquisition or are in the early rounds of fundraising, one of the most valuable tools is often the most overlooked: the use of a Virtual Data Room (VDR). VDRs are not uncommon (gone are the days of physical…
Jun 7
Private equity and Canadian partnerships: tax consideration

Private equity and Canadian partnerships: tax consideration

Canada continues to be an attractive market for private equity (“PE“) investors with recent transactions highlighting significant investments into Canadian real estate and energy infrastructure assets. Partnerships (particularly,…

Rank this Week: 1368

Governance & Compliance Insider

Tracks the latest developments, trends and best practices in compliance, corporate governance, and disclosure. By Dorsey & Whitney LLP’s Corporate Governance & Compliance Practice Group.

http://governancecomplianceinsider.com

Jun 8
SEC Guidance on Cybersecurity Disclosure and Policies – Recap of Dorsey Webinar Presentation

SEC Guidance on Cybersecurity Disclosure and Policies – Recap of Dorsey Webinar Presentation

Earlier this week, Dorsey hosted a webinar panel presentation on the SEC’s recent guidance on cybersecurity disclosures and policies. The webinar provided a detailed walk-through of the SEC’s guidance, including issues…
May 11
Ninth Circuit Rejects Decisions of Five Other Circuits: Exchange Act Section 14(e) Does Not Require Scienter

Ninth Circuit Rejects Decisions of Five Other Circuits: Exchange Act Section 14(e) Does Not Require Scienter

Scienter has been a critical element of a claim based on Exchange Act Section 10(b) in an SEC enforcement action since the Supreme Court’s decision in Aaron v. SEC, 446 U.S. 680 (1980). It has also been a key element in private damage…
May 8
Recent Developments in Auditor Tenure and Independence

Recent Developments in Auditor Tenure and Independence

Last month, over 35% of General Electric Co.’s shareholders voted against ratification of KPMG LLC as GE’s auditor. This high level of opposition (for some context, last year’s votes against KPMG were at a mere 5.7%) comes…

Rank this Week: 1648

Employers' Lawyers

Provides best practice tips, checklists and updates designed to keep organizations of all sizes in compliance with federal and state employment laws. By Holland & Hart.

http://www.employerslawyersblog.com/

Jun 4
Supreme Court Rules in Favor of Christian Baker in Same-Sex Wedding Case Due to Colorado Commission’s Religious Hostility

Supreme Court Rules in Favor of Christian Baker in Same-Sex Wedding Case Due to Colorado Commission’s Religious Hostility

By Steven T. Collis The U.S. Supreme Court, in a 7-to-2 decision, overturned a Colorado public accommodation sexual orientation discrimination case that found that a Lakewood baker who refused to make a wedding cake for a gay couple violated…
May 21
Arbitration Agreements Waiving Class Actions Do Not Violate the NLRA, Rules Supreme Court

Arbitration Agreements Waiving Class Actions Do Not Violate the NLRA, Rules Supreme Court

By Dora Lane and Emily Hobbs-Wright The U.S. Supreme Court ruled today that arbitration agreements requiring that an employer and an employee resolve any employment disputes through one-on-one arbitration do not violate the National Labor…
May 15
IRS Is Sending ACA Penalty Notices to Employer

IRS Is Sending ACA Penalty Notices to Employer

By Bret Busacker If you believe your company was subject to the Affordable Care Act (ACA) coverage requirements in 2015 (generally, all employers with 50 full-time or full-time equivalent employees), please take note that the Internal Revenue…

Rank this Week: 2589

Ajamie LLP Blog

Covers topics related to Complex Commercial Litigation (including but not limited to: Bankruptcy Reorganization, Corporate Compliance, Financial Fraud, Insurance Litigation, Real Estate, White Collar Litigation), Cross-Border Disputes, Employment Litigation, and Estate Litigation. Blog topics are primarily related to New York and Texas law.

https://ajamie.com/blog/

Apr 18
Congratulations to The New York Times and New Yorker Magazine

Congratulations to The New York Times and New Yorker Magazine

Congratulations to The New York Times and the New Yorker for winning the Pulitzer Prize for public service with their […] The post Congratulations to The New York Times and New Yorker Magazine appeared first on Ajamie LLP.
Mar 25
An Overview of Non-Competition Agreements in Texa

An Overview of Non-Competition Agreements in Texa

Non-competition agreements are typically included in business sale and employment contracts. Although a number of restraints on competition are unlawful […] The post An Overview of Non-Competition Agreements in Texas appeared first on…
Mar 20
Remedies for Breach of Contract

Remedies for Breach of Contract

Breach of contract is a legal cause of action for failing to honor the terms of an agreement. When this […] The post Remedies for Breach of Contract appeared first on Ajamie LLP.

Rank this Week: 1532

Andrew Abramowitz, PLLC

News, advice, and trends from the corporate law world.

http://aalegalnyc.com/blog/

Mar 2
Share Buybacks as a Political Issue

Share Buybacks as a Political Issue

A year or two ago, the phrase “share buybacks” was a phrase only known to those in and around the world of corporate finance. It refers to a company’s use of available cash to purchase its own shares in the open market. The…
Feb 23
Secondary Market Trading by Private Companie

Secondary Market Trading by Private Companie

Matt Levine, writing in Bloomberg View, makes a good point about Spotify’s reported direct listing plan: When Spotify flips the switch, and trading of its shares on a public stock exchange commences, that won’t be the first time…
Jan 29
Saving Time with Online Cap Table Service

Saving Time with Online Cap Table Service

In the past few years, my private company clients have been flocking to online, cloud-based cap table services, such as Capshare and Carta (formerly eShares), as a platform to manage the company’s back-office functions for their capital…

Rank this Week: 1856

Howard & Howard's Blawg For…

Howard & Howard's Blawg For Business

Covers business law.

https://howardandhoward.com/blog/

Jan 24
Collecting Time-Barred Debt: Ensuring Certainty in an Uncertain Debt Collection Environment

Collecting Time-Barred Debt: Ensuring Certainty in an Uncertain Debt Collection Environment

The Supreme Court announced in its January 16, 2018 Order List it declined to hear a Seventh Circuit Court of Appeals (Seventh Circuit) decision in Pantoja v. Portfolio Recovery Associates, LLC 78 F.Supp.3d 743 (N.D.…
Jan 11
Don’t Let the Frustrations of Bank Secrecy Act Compliance Stop Your Financial Institution from Being the Best it Can Be

Don’t Let the Frustrations of Bank Secrecy Act Compliance Stop Your Financial Institution from Being the Best it Can Be

On January 9, 2018, the United States Senate Banking Committee held the first of two hearings on the potential opportunities to reform and strengthen Bank Secrecy Act (BSA) enforcement. There was disagreement among the suggestions for…
Jan 9
Sessions Memo & Marijuana Termination SAR

Sessions Memo & Marijuana Termination SAR

United States Attorney General Jefferson Beauregard Sessions III stepped up to the plate and delivered on his previous efforts to contain the growing marijuana industry. As a result of the January 4, 2018 “Sessions Memo,”…

Rank this Week: 1655

Nancy Rapoport's Blogspot

Covers governance in higher education and in law firms, bankruptcy ethics, popular culture and the law, Enron and other corporate fiascos, and professional responsibility generally. By Nancy Rapoport, a law professor at UNLV's Boyd School of Law.

http://nancyrapoport.blogspot.com/

Sep 8
OK, Blogger. I give up.

OK, Blogger. I give up.

You're not letting me update my links, so I'm not posting to this blog any more.
Apr 28
Why the Westin Cincinnati is likely the very worst Westin in the country.

Why the Westin Cincinnati is likely the very worst Westin in the country.

How do we count the ways in which the Westin Cincinnati is a very, very bad hotel?First, the good news: friendly staff and great location. That, however, is the only good news.1. Let's start with safety. There should…
Apr 20
Predicted this in 2012.

Predicted this in 2012.

The story on Whittier in the NYT is here.As I said in 2012, "[t]he world doesn’t need as many ABA-accredited law schools as it has already, just as the world has figured out that it doesn’t need as many U.S.-based BigLaw firms as…

Rank this Week: 4081

InnovaCounsel Blog

Covers legal and compliance issues faced by executives and general counsels.

http://innovacounsel.com/blog/

Jun 21
The Managerial Overtime Exemption, and How to Keep It

The Managerial Overtime Exemption, and How to Keep It

The federal Fair Labor Standards Act requires employers to pay employees at least minimum wage for every hour (or fraction) worked, and to pay overtime (at time-and-a-half) for all time exceeding 40 hours in a week. Some states and…
May 30
Does Your Employee Handbook Undermine Your Company Culture?

Does Your Employee Handbook Undermine Your Company Culture?

In a tightening market for talent (especially tech talent), your company’s culture is a key differentiator. The CEO of Scentsy, (a company known for being a great place to work) recently said: “The right company culture attracts…
May 23
No Harm, No Foul? No Way!

No Harm, No Foul? No Way!

Here’s a risk management tip for employers who aren’t located in California but decide they need to hire people residing in the Golden State. Many states permit employers to include non-compete clauses in their employment…

Rank this Week: 1534

Lawdable

Discusses cost-effective and flexible legal solutions for corporate legal departments and law firm. By Counsel on Call.

http://www.lawdable.com/

Mar 30
So Much to Read, So Little Time ...

So Much to Read, So Little Time ...

There is a lot going on in the legal industry these days. And while much of the talk is about Artificial Intelligence and Cybersecurity at the moment, we all know that technological progress isn't limited to just one practice area. We at…
Mar 17
Artificial Intelligence, Lawyers and What The Future Might Hold

Artificial Intelligence, Lawyers and What The Future Might Hold

The following post is related to the upcoming Vanderbilt Law School’s conference on artificial intelligence, April 13-14 in Nashville. More information and registration can be found on the event website. Our robot overlords are…
Oct 9
The 'Doers' Perspective: Fully Deploy the Integrative Law Model

The 'Doers' Perspective: Fully Deploy the Integrative Law Model

Change requires “doers.” I’ve been fortunate to work with some of the brightest minds in the legal industry—attorneys who have a real sense of where we are as a profession and where we need to go. However, in meeting…

Rank this Week: 3871

InHouseOwl

Provides employee legal training guidance to corporate counsel.

http://www.inhouseowl.com/blog

Mar 8
How long does it take to set up a compliance training program?

How long does it take to set up a compliance training program?

Employees are bored. The company is expanding internationally or entering a new market. No matter the reason, you will outgrow your current compliance training program at some point. Unfortunately, once you see the need for new compliance…
Feb 8
5 Reasons Why Employees Are Tuning Out Your Compliance Training

5 Reasons Why Employees Are Tuning Out Your Compliance Training

Annual compliance training - words that can strike fear into your employees' hearts. Unfortunately, annual compliance training is often met with low enthusiasm. Uninterested and disengaged employees will often tune out your carefully…
Feb 1
Can you over-prepare for a presentation?

Can you over-prepare for a presentation?

We‘ve all had the same nightmare. You wake up an hour before your alarm goes off and realize you forgot to prepare for your huge presentation. You frantically race around to room to cram in all the information you can (hopefully to…

Rank this Week: 1264

The Wired GC

Covers compliance, corporate governance, management, regulations, tactics and technology.

http://www.wiredgc.com

May 16
The Predictions For 2017 Will Be Coming Soon

The Predictions For 2017 Will Be Coming Soon

When you fire up your blog after an extended hiatus, you realize that some things have changed. And also how much hasn’t.
May 16
The Predictions For 2017 Will Be Coming Soon

The Predictions For 2017 Will Be Coming Soon

When you fire up your blog after an extended hiatus, you realize that some things have changed. And also how much hasn’t.
May 16
The Predictions For 2016 Will Be Coming Soon

The Predictions For 2016 Will Be Coming Soon

When you fire up your blog after 18 months, you realize that some things have changed. And also how much hasn’t.

Rank this Week: 1183

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