Publication of the Model Business Corporation Act Annotated (5th edition)

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The 5th edition of the MBCAA of course contains the full text of the Model Act, reflecting all amendments and Official Comments through July 1, 2020, including the substantial revisions effected by the 2016 revision of the Model Act, and more recent additions such as the provisions authorizing virtual-only shareholder meetings and public benefit corporations. Extensive additional resources, however, distinguish the newly published MBCAA from other published versions of the Act and, indeed, from other corporate law treatises.

The Compliance Monthly: Fraud Emerges as Telemedicine Surges – Compliance Guidance for Telemedicine Providers

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Telemedicine providers should examine the type of conduct DOJ has recently
focused on and adapt their compliance systems accordingly. Providers should also consider the
cybersecurity dimension of a robust compliance system and ensure that their network is
protected from malicious cyber actors.

Webinar Covers the Impact of COVID-19 on Shareholder Activism in the Retail Industry

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On October 7, 2020, Morgan Lewis Partner Christina Edling Melendi moderated a virtual panel discussion examining the impact of COVID-19 on shareholder activism in the retail industry. Panelists included attorneys and consultants alike from some of the nation’s top legal and consulting firms. The panel’s focus was aimed squarely at helping retailers understand the threats they may face in the wake of the pandemic, as well as possible strategies to defend themselves against activist campaigns.

How the West Became the East: The Patent Litigation Explosion in the Western District of Texas

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Since Judge Alan Albright took the bench in the Western District of Texas in 2018, his docket has become the new hotspot for patent litigation. The authors identify five reasons why the Western District is attractive to patentees and explain why they are problematic.

SEC Expands the Definition of Accredited Investor

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SEC rules governing accredited investors are designed to protect individual investors from risks that could result from the lack of regulatory oversight associated with unregistered private securities offerings. By expanding the definition of “accredited investor,” the SEC has provided more investors with the opportunity to access alternative investments and given companies, private-equity firms, and hedge funds access to a larger pool of investors.

SEC Adopts Amendments to Regulation S-K Items 101, 103, and 105

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Under the rule amendments, the SEC significantly revised public company business disclosure rules for the first time in more than 30 years. The amendments were crafted from a proposed rule released in August 2019 that was part of a comprehensive review by the SEC of the disclosure requirements per a study mandated by the JOBS Act.

Leveling The Playing Field-U.S. Court Jurisdiction Over Disputes Between American Professional Athletes And Foreign Sports Teams

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This article, which explores federal court jurisdiction over foreign business entities in the context of an American professional baseball player’s lawsuit against a Japanese professional baseball team and its corporate owner, uses the decision of the District Court finding personal jurisdiction over the team, but not its owner, as a springboard for a broader discussion of the jurisdictional issue. It explores the various analyses that are employed by courts in the Third Circuit and other Circuits, focusing particularly on the interactive nature of websites as a basis for the exercise of personal jurisdiction.