Summarizes the U.S. Supreme Court’s reasoning in the Horn ruling, which expands a plaintiff’s ability to recover for business or property loss under the civil RICO statute. Includes analysis of potential impacts.
Summarizes numerous courts’ rulings on the constitutionality of the Corporate Transparency Act’s Beneficial Ownership Information Report filing requirements.
Summarizes the latest Federal Trade Commission's annual adjustments to filing fees for premerger review of sizable transactions and reporting thresholds for review under the Hart-Scott-Rodino Antitrust Improvement Act of 1974.
Describes changes in redaction requirements for all materials filed in Missouri courts from updates and revisions to the Missouri Rule of Civil Procedure.
Explains changes made to appropriate venues for challenging Illinois administrative rules, executive orders, and constitutionality of state laws. Includes pros and cons of those changes.
Analyzes recent U.S. Supreme Court ruling on the Polansky, M.D. v. Executive Health Resources Inc. False Claims Act case.
Synopsis of the Department of Justice’s recent updates to its corporate voluntary self-disclosure policies, including a new clawback policy to impose costs of corporate crime on responsible executives.
Describes FTC’s annual changes to premerger filing fees and reporting thresholds
Analyzes conflicting federal court decisions on policy exclusions insurers have pressed for denying coverage in BIPA litigation
For many decades, Delaware has enjoyed a favored position as the first choice for incorporation. Many U.S. companies incorporate in Delaware to benefit from its favorable tax and legal corporate environment. And other states look to specialized Delaware courts for guidance, particularly the Delaware Court of Chancery, with its expertise and deep precedent in corporate and shareholder dispute resolution. Delaware’s developed jurisprudence, with a perceived orientation to corporate interests, is unmatched in any other state and offers more guidance and certainty.
Now, the ...
Southern Illinois was recently in the national spotlight as the path of a total solar eclipse passed across the state. This rare occurrence brought hundreds of thousands of people to a thin path of the state to experience a natural phenomenon that, if not experienced correctly, could cause serious and permanent eye injuries. It also created opportunities for some to profit from this influx of celestially motivated travelers. This event provided a reminder of the potential uses of exculpatory language in contract; namely to limit or eliminate liability by an express assumption of ...
As most business law practitioners are aware at this point, the Illinois Limited Liability Act has been amended by HB 4361 and the amendments were effective July 1, 2017. The amendments to the Limited Liability Company Act include numerous provisions regarding member managed companies. This article will address some of the concerns regarding the amendments as they relate to member managed Limited Liability Companies ("LLC").
The Amended Limited Liability Company Act ("ALLC") institutes major changes to the "statutory apparent authority" previously granted to member managed ...
Password protection may not sustain confidentiality
Passwords aren’t just for email these days. From jumping on a wi-fi network, to making a phone call, to downloading a song, everything electronic now seems under the proverbial lock and key, albeit a digital one. One recent decision from the Delaware Court of Chancery confronted this reality, holding that “merely password protecting” certain information did not constitute “reasonable efforts to protect the confidentiality of that information” and therefore, the information at issue could not be considered a trade ...
On March 18, 2014, District Judge Stephen N. Limbaugh, Jr. issued a Memorandum and Order dismissing the former Chief Executive Officer and Chief Financial Officer of Patriot Coal Corporation in a stock drop securities class action filed in the Eastern District of Missouri. Glenn E. Davis, Partner in HeplerBroom LLC’s St. Louis office assisted Sidley Austin LLP with the decisive analysis and briefing under the Securities Exchange Act and Private Securities Litigation Reform Act (“PSLRA”).
The Court found that the defendants lacked scienter to sustain federal securities ...
Stratus Building Solutions faced a business challenge on a bet the company scale. Despite winning many franchise awards, five franchisees charged that its entire system imposed a fraud on franchisees. The plaintiffs sued 179 defendants, including the system franchisor, master (regional) franchisors, and over 70 individuals associated with the franchise system of violating §§ 1962(c) & (d) of the Racketeer Influenced and Corrupt Organizations Act (“RICO”). They claim the Defendants collectively operate the Stratus franchise system through a massive, but vaguely ...
Commercial adversaries are often tempted to transform breach of contract or warranty matters into negligence or negligent misrepresentation claims. Or fraud or other intentional tort claims. The lure of a more flexible claim before a jury can be hard to resist. Or the governing contract may have limitation of liability restrictions that make warranty and contractual claims unavailing. Nevertheless, The Eighth Circuit, interpreting Missouri law, strongly reaffirmed its view that tort claims cannot be substituted for matters of contractual risk allocation unless very narrow ...
When does a gift or entertainment risk being treated as a violation of the Foreign Corrupt Practices Act (FCPA)? When do payments associated with obtaining international business become bribes? What do you do when facilitation payments are requested? How can you deal with these thorny issues and maintain your competitive edge? The answers are fact and setting specific but the Feds have provided some important new guidance. And the best part is that it is free!
On November 14, 2012 the Department of Justice and the Securities and Exchange Commission released a 120 page “Resource ...
