Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

ISBA Members, please login to join this section

2016 Articles

Appellate court provides further guidance on the enforceability of restrictive employment covenants By Samuel Neschis May 2016 In AssuredPartners, Inc. v. Schmitt, the court reviewed the reasonableness of restrictive employment covenants under the Reliable Fire standard.
Attorneys are subject to malpractice actions for mishandling shareholder derivative claims, but not by investors asserting claims in their individual capacities and not by former shareholders By Michael R. Karnuth June 2016 In Stevens et al. v. McGuireWoods LLP, the Illinois Supreme Court held that shareholders cannot sue (in their individual capacities) a corporation’s attorneys because the attorneys’ duties runs to the corporation only, individual shareholder recoveries are not available under derivative claims, and shareholders cannot pursue derivative claims for the corporation if they have already divested themselves of the company’s shares.
Beware of expired contracts By Stephen D. Sayre & Darnell Clayborn December 2016 Companies need to have reliable systems in place for monitoring their outstanding contracts to ensure they are not performing under expired contracts. This is especially important for companies that include significant risk-mitigation terms in their contract templates, such as damage caps and exclusions on certain remedies and damages. Failing to do so exposes these companies to significant risk if a contract expires.
Guidance for attorneys in dealing with cybersecurity risks By Lisa Jungman & Karen Tobin June 2016 The advances in technology create numerous circumstances in which lawyers, through their own blunders, unwittingly reveal client confidences or violate attorney-client privilege.
How much is a whistleblower waiver really worth? By Keith Paul Bishop December 2016 If you walked into a Las Vegas casino and placed a bet on a single number at the roulette table, the probability of winning would be 0.02631579. However, even that very low probability is nearly 17 times better than the probability of obtaining a whistleblower award.
Investment advisors subject to the fiduciary standard or the suitability standard (Part I) By Kelli E. Madigan May 2016 Newly proposed Department of Labor rules  include a modification of the existing “fiduciary standard” under the Employee Retirement Income Security Act. The expanded definition of fiduciary would now include many investment advisors, such as 401K plan advisors, IRA investment advisors, broker-dealers and insurance agents, to whom the fiduciary standard did not previously apply.
No reliance required: Clarification on elements of Section 12(H) claim under Illinois Securities laws By Peter J. Evans December 2016 Recently, the Illinois Appellate Court for the First District decided JJR, LLC v. Turner, in which it analyzed the elements of certain claims under Section 12 of the Illinois Securities Law of 1953 and, for the first time, addressed the requirements for a claim under Section 12(H).
Second Circuit denies sovereign immunity to instrumentality of foreign state that caused securities fraud losses in the U.S. By John R. Schleppenbach May 2016 Foreign sovereigns who marketed securities in the U.S. and caused losses there will not be able to assert sovereign immunity to avoid U.S. securities fraud actions.