Business and Securities Law Forum

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

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2021 Articles

CFTC Files First Complaint Alleging Manipulative Scheme Involving Digital Assets By John R. Schleppenbach October 2021 For almost as long as there have been cryptocurrencies, there have been controversies surrounding cryptocurrencies.
The Corporate Transparency Act (Title LXIV of the NDAA, H.R. 6395) By William A. Price March 2021 Congress included the Corporate Transparency Act in the National Defense Authorization Act. The legislation requires filing information on beneficial owners of new U.S. entities and foreign entities which apply for permission to do business in the U.S. 
Delaware Supreme Court Holds Corporate Wrongdoing Need Not Be Actionable to Justify Stockholder Books & Records Inspection By Samuel Neschis March 2021 The Delaware Supreme Court recently addressed the issue of whether a stockholder seeking inspection of a corporation’s books and records pursuant to section 220 of the Delaware General Corporation Law for the purpose of investigating mismanagement or wrongdoing by the corporation or its fiduciaries must demonstrate that the alleged mismanagement or wrongdoing is actionable in order to establish a proper purpose for the inspection.
Department of Justice Previews Potential Changes to Corporate Enforcement Policies By John R. Schleppenbach December 2021 In an October 2021 speech, the Department of Justice provided more clarity on the Biden administration's approach to corporate enforcement.
Diana Angell v. Santefort Family Holdings, LLC: The Silkworm and the Spider; Remembering Lessons From Aesops Fables By Prof. Charles W. Murdock & Maximilian J. Ohle December 2021 A summary and analysis of Angell v. Santefort Family Holdings, a unique piercing the veil case.
Divided Illinois Supreme Court Holds That Fiduciaries Are Not Liable for Usurpation of a Corporate Opportunity Where the Opportunity Taken Was Not Exclusive By Samuel Neschis October 2021 In Indeck Energy Services, Inc. v. DePodesta, the Illinois Supreme Court addressed the question of whether a fiduciary can be liable for usurpation of a corporate opportunity where the fiduciary’s personal taking of the opportunity did not prevent the corporation from being able to take advantage of the opportunity as well.
Elleby v. Forest Alarm Service: A Primer for Making Demand and Requesting Inspection of Books and Records By J.J. Jahania & Prof. Charles W. Murdock October 2021 A summary and analysis of the appellate court's decision in Elleby v. Forest Alarm Service, Inc.
LLC Fiduciary Duties: The Significance of the Current Amendments By Prof. Charles W. Murdock December 2021 The governor recently signed into law SB 1795, which has made several significant changes regarding the law of fiduciary duties in LLCs.
The Metaverse’s Orange Groves: Are Fractional NFTs Subject to Securities Regulation Under Howey? By Ahad Syed December 2021 Recent developments with non-fungible tokens have prompted lively discussion about the sale of unregistered securities and potential enforcement by the Securities and Exchange Commission
SEC 2020 Annual Report Highlights Enforcement Priorities & Trends By John R. Schleppenbach March 2021 The United States Securities and Exchange Commission Division of Enforcement issued its annual report for Fiscal Year 2020 and, due to COVID-19, the report reflected a marked decline in the number of enforcement actions brought by the SEC.