Securities

Expert Analysis

• How Delaware Courts Are Approaching Appraisal Valuation

  

  The Delaware Supreme Court has eschewed bright-line tests for determining the value of a company in an appraisal. Two recent Delaware Chancery Court decisions illustrate the ways that the courts are determining appraisal valuation in light of this guidance, say Michael O'Bryan and James Beha of Morrison & Foerster LLP.

• New Pass-Through Deduction Will Pass Over Many Lawyers

  

  A few weeks ago, the IRS proposed regulations related to the Tax Cuts and Jobs Act's 20 percent deduction on qualified business income for pass-through entities. The guidance offers long-awaited clarity, but is mostly bad news for many law firms, says Evan Morgan of Kaufman Rossin PA.

• How Reckless Judicial Impeachments Threaten Rule Of Law

  

  Judicial impeachment fever seems to be spreading through the states, with West Virginia legislators recently voting to remove their state's entire Supreme Court, and lawmakers in Pennsylvania and North Carolina threatening the same. These actions are a serious threat to judicial independence, says Jan van Zyl Smit of the Bingham Centre for the Rule of Law.

• Series

  Judging A Book: Fogel Reviews 'Good Judgment'

  

  In this time of partisan conflict over judicial selection, a new book by Canadian jurist Robert J. Sharpe —​ "Good Judgment" — represents a refreshing, deeply thoughtful departure from binary arguments about how and why judges make decisions, says U.S. District Judge Jeremy Fogel, director of the Federal Judicial Center.

• A Look At SEC Enforcement Against Unregistered Finders

  

  In recent years, there has been an increased interest from the U.S. Securities and Exchange Commission in enforcing Section 15(a)(1) against unregistered finders and other solicitors in private placement offerings. These violations are easy to prove, especially since no culpable state of mind is required, says Joe Edmondson of Foley & Lardner LLP.

• 10 Ways To Prevent E-Discovery Woes

  

  E-discovery is not easy, but employing these 10 strategies may help minimize future headaches, say Debbie Reynolds and Daryl Gardner of EimerStahl Discovery Solutions LLC.

• The Challenges Of Valuing Litigation-Driven Equities

  

  Many eyes are on the Delaware Chancery Court to see whether it will compel Fresenius to close on a $4.5 billion acquisition of Akorn. The case, which completed post-trial briefing last week, presents an interesting question about the meaning of stock price as evidence in litigation, say Alexander Berger, an investment consultant, and J.B. Heaton, a lecturer at the University of Chicago Law School.

• 2nd Circ. Restricts The FCPA's Reach

  

  The Second Circuit’s opinion last week in U.S. v. Hoskins limits the U.S. Department of Justice’s ability to prosecute foreign individuals or companies for Foreign Corrupt Practices Act violations. The opinion also flatly contradicts the U.S. Securities and Exchange Commission’s 2012 FCPA resource guide, say attorneys with Paul Weiss Rifkind Wharton & Garrison LLP.

• LLC Derivative Claims In The Wake Of Wenske

  

  Many limited liability companies are formed in Delaware because of the state’s well-developed and business-friendly law in this area. But a recent decision in Wenske v. Blue Bell Creameries highlights the level of care with which an LLC's governing agreement must be drafted in order to maximize these ostensible advantages, says Adrienne B. Koch of Katsky Korins LLP.

• 4 Key Components To New Firm Partnership Agreements

  

  A well-drafted partnership agreement protects a law firm's founders, establishes a process for new and outgoing partners, and sets forth guidelines for navigating conflict along the way. Startup firms can begin with something less complex, but there are important elements that every agreement should include, says Russell Shinsky of Anchin Block & Anchin LLP.