Corporate Update

  • New York Law Journal | Analysis

    The Foreign Corrupt Practices Act: A Trip-Wire for Financial Executives

    By Philip M. Berkowitz | November 7, 2018

    In his Employment Issues column, Philip M. Berkowitz writes: The Foreign Corrupt Practices Act is often associated with payoffs between shadowy figures for contracts made in remote parts of the world. But a spate of recent prosecutions and civil settlements makes clear that the financial services industry is in fact a significant target for potential violations of this centerpiece compliance legislation.

  • New York Law Journal | Analysis

    Confronting the Company: Corporate Guilty Pleas as Evidence in Criminal Trials

    By William F. Johnson | October 31, 2018

    Corporate Crime columnist William F. Johnson writes: Can the guilty plea allocution of a corporation be admitted against an individual defendant in a criminal trial to prove the existence of a conspiracy? A recent evidentiary ruling in the Southern District of New York suggests it can, provided that “signatories” to the corporate plea agreement are available for cross-examination.

  • New York Law Journal | Analysis

    Fifth Circuit: A Challenge to Bankruptcy Court's Jurisdiction Must Be Asserted Before §363 Sale

    By Corinne Ball | October 24, 2018

    In her Distress Mergers and Acquisitions column, Corinne Ball writes: The Fifth Circuit joins other circuits in protecting bankruptcy sales from appeal, absent a stay pending appeal.

  • New York Law Journal | Analysis

    S Corporation Inconsistent Reporting Issues: 'Rubin v. United States'

    By Elliot Pisem and David E. Kahen | October 17, 2018

    In their Taxation column, Elliot Pisem and David E. Kahen write: Based on the circumstances described in the opinions of the district court and the Court of Appeals in 'Rubin', the effort by the government to avoid consideration of the substance of refund claims by the S corporation shareholder, on the basis of the alleged failure to adequately identify the inconsistency with the corporation's reporting treatment, seems to have lacked substantial support—especially in light of the absence of any regulation under §6037 supporting the government's reading of the disclosure requirement.

  • New York Law Journal | Analysis

    Cybersquatting: Even Today, an Important Concern for Online Businesses

    By Shari Claire Lewis | October 15, 2018

    In her Internet Issues/Social Media column, Shari Claire Lewis summarizes the anti-cybersquatting rules under the ACPA and explores two recent New York court decisions that help to illuminate the kinds of cyberpiracy claims that courts are willing to consider, and those that they are not.

  • New York Law Journal | Analysis

    'Akorn v. Fresenius': A Rare Decision Finding 'Material Adverse Effect'

    By Joseph M. McLaughlin and Shannon K. McGovern | October 10, 2018

    Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern discuss 'Akorn v. Fresenius Kabi AG', which has drawn considerable interest as the first decision applying Delaware law that found an MAE warranting a buyer's exercise of merger termination rights. While 'Akorn' may embolden future parties to test the breadth of their own MAE provisions, the decision appears driven by extraordinary facts and now awaits review in the Delaware Supreme Court.

  • New York Law Journal

    Dividing Delaware LLCs

    By Barbara M. Goodstein and Jennifer Kratochvil | October 3, 2018

    In this Secured Transactions column, Barbara M. Goodstein and Jennifer Kratochvil write: The new Delaware division statute will likely provide efficiencies for corporate transfers and other transactions, but creditors need both to consider their existing finance agreements and be mindful in documenting new transactions of the effect of this new legislation in regard to limitations on such transfers and other transactions.

  • New York Law Journal | Analysis

    Shareholder Activism Is the Next Phase of #MeToo

    By David A. Katz and Laura A. McIntosh | September 26, 2018

    In their Corporate Governance Update, David A. Katz and Laura A. McIntosh write: As the #MeToo movement continues to make itself felt in all facets of American life, public company boards of directors that are newly focused on the issue of workplace harassment have seen corporate responses evolve. In recent months, many boards have overseen the addition of anti-harassment policies to corporate codes of conduct, the establishment of procedures for addressing allegations, and the enhancement of employee training at all levels.

  • New York Law Journal | Analysis

    The Market for Lead Plaintiffs

    By John C. Coffee Jr. | September 19, 2018

    In his Corporate Securities column, John C. Coffee Jr. writes: A drama is playing out in Boston federal court before a respected judge that could prove to be a legal “Watergate,” one that could reshape class action practice.

  • New York Law Journal | Analysis

    A Data-Driven Defense Against “Short and Distort”

    By Joshua Mitts | September 12, 2018

    In his Securities Law column, Joshua Mitts discusses how smaller public companies are being attacked by predatory short sellers who drive down stock prices by buying put options prior to posting hit pieces on blogs and social media.

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