Is Government Better at Corporate Reform Than Corporations?
Professor Donnella discusses the role of corporations in reforming their internal compliance and ethical guidelines
10-Q Summer/New Job Advice – Summer 2022 Update [PART 1]
For the last several years, at the end of the school year, the editors of The 10-Q have offered a variety of tips for those starting new jobs (here and here), chiefly for rising 3Ls taking summer jobs but, we believe, good for anyone embarking on a new career as a lawyer. Times have changed—we’ve lived with COVID for over two years—but the need for sage advice has not. Thus, we present an updated version of our random advice for those who are about to be employed, in two parts. This week, we talk about the work; next week, we will talk about socializing.
Delaware Set to Expand Exculpation to Certain Officers of Corporations
The Delaware General Assembly is set to consider amendments to the General Corporation Law of the State of Delaware (DGCL), already approved by the Corporation Law Section of the Delaware State Bar Association, to, among other things, allow Delaware corporations to adopt exculpation clauses limiting or eliminating the monetary liability of certain officers. The proposed amendment to Section 102(b)(7) of the DGCL addresses a growing concern over officer liability, albeit by providing narrower exculpation than is available to directors.
Tax Need Not Be Taxing: Meet Philadelphia’s Tax Attorneys
IFA USA, the ABA Tax Section, and the Temple Tax & Bankruptcy Law Society brought four real world practitioners to speak to an audience of students about their experiences in tax law, the value of mentorship, and the varied opportunities available to students in the field.
Pope & Talbot and a Slippery Slope: Distributions of Partnership Equity
Robert M. Kane, Jr. examines Pope & Talbot and argues that the IRS inappropriately relied on that case in two rulings addressing the calculation of section 311 gain on distributions of partnership equity.
10-Q&A Episode 14: Lessons from the first year in practice
First-year attorneys and 10-Q alumni share what it’s like transitioning into practice as corporate attorney, judicial law clerk, and bankruptcy and restructuring associate. Interviewer: Nate Trager (LAW ’22; MBA ’22) Guests: Andrew LeDonne (LAW ’21), Associate at Morgan, Lewis & Bockius LLP; Jonathan Shahar (LAW’21), Judicial Law Clerk, First Judicial District of Pennsylvania; and Michael
Fundamental Procedural Fairness: The Sine Qua Non for the Enforcement of Third-Party Releases Authorized in a Foreign Proceeding
Matthew E. Kaslow (LAW ’15) of Blank Rome LLP co-authored an article discussing the hot-button issue of third-party releases in U.S. bankruptcy cases, in the context of chapter 15 cases involving foreign restructuring.
April Compliance Monthly: Five “Bad” Traits That Lead to Good Compliance Officers
Temple Law’s Center for Compliance and Ethics’ Michael Donnella considers how unfavorable personality traits can be extremely helpful when properly leveraged by compliance officers.
Delaware Harmonizes Alternative Entity Series and UCC Article 9
Delaware statutory trusts, limited liability companies, and limited partnerships (collectively, “Alternative Entities”) can form separate series of assets that, if certain statutory requirements are met, cannot be reached by creditors of the entity as a whole or of any other series. Many practitioners and commentators have been concerned that such series may not fall under the UCC’s definition of “person” and thus may not be “debtors” for purposes of Article 9 of the UCC. This article reviews the series provisions in the acts governing Delaware Alternative Entities and provides a framework for analyzing questions regarding the perfection of security interests in the assets of a series.
Not Sharing is Caring: FinCEN Proposes Extending Sharing Suspicious Activity Reports to Foreign Affiliates
On January 24, 2022, the Financial Crimes Enforcement Network published a Notice of Proposed Rulemaking to establish a pilot program that permits certain financial institutions to share Suspicious Activity Reports with their foreign entities to combat illicit financial activity.