Becoming embroiled in civil litigation in the U.S. is a common concern of companies listed on U.S. markets but headquartered elsewhere. This concern is understandable. After all, statistics consistently show the U.S. has some of the highest volumes of litigation in the world, whether measured on an absolute or per capita basis. Many factors contribute … Continued

Spotlight Circuits Split Over Whether Targeting Is Necessary for Seller Liability Key Points While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability, recent decisions have declined to apply that requirement. In Wildes, the Eleventh Circuit reversed the dismissal of claims arising from the solicitation of unregistered … Continued

The dominant business news story of the first half of 2023 has been the failures of three large regional banks: Silicon Valley Bank, based in Palo Alto; Signature Bank, based in New York; and First Republic Bank, based in San Francisco. First Republic was taken over by JPMorganChase, with assistance from the Federal Deposit Insurance … Continued

In October 2022, the U.S. Securities and Exchange Commission (SEC) adopted rules implementing “clawback” provisions pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The rules directed national securities exchanges to establish listing standards that will require issuers to implement written clawback policies that satisfy related disclosure obligations. In January 2023, … Continued

The Business Law Section conducts most of its activities through individual committees that focus on various areas of business law. Membership in any committee is open to any Section member. While active participating is encouraged, there is no required time commitment. To join a committee, email businesslaw@nysba.org. For more information, visit https://NYSBA.ORG/BUSINESS. Banking Law Committee … Continued

By the time this message is published, my term as chair of the NYSBA’s Business Law Section will have ended. On behalf of the Executive Committee and the section, I welcome Jessica Parker as our new chair. I have every confidence that Jessica will lead the section with excellent and timely educational programs, active committees … Continued

On March 30, 2023, the Consumer Financial Protection Bureau (CFPB) published its long-anticipated final rule1 (the “Final Rule”) implementing the small business lending data collection requirements set forth in § 1071 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.2 Section 1071 amended the Equal Credit Opportunity Act3 (ECOA) to require financial institutions to collect and report … Continued

I. Introduction: Regulations Against Forced Labor1 in the Supply Chain. Companies that are engaged in cross-border commerce increasingly are finding themselves subject to other countries’ laws regulating the use of forced labor and child labor in the supply chain. Thus, it is incumbent on lawyers who advise international companies to be up to speed on this … Continued

Many businesses looking to raise capital are understandably eager to engage a good investment banker to assist them in what can be an exciting endeavor. In the process of engaging an investment banker, however, they might overlook a key provision of the agreement—the tail fee. The tail fee provision is intended to protect investment bankers … Continued

Many people are aware of the concept that communications between clients and their attorneys are “privileged,” but the fine lines of that privilege are not often understood. It is important to be conscious of the limits of that privilege because the forced disclosure of a communication that the client or the attorney assumed would remain … Continued