Features
DE Supreme Court Clarifies Role of Deal Price In Appraisal Fair Value Determination
Corporate practitioners have been closely following developments in Delaware's shareholder appraisal litigation. Much of the interest concerns the court's "fair value" determination and the risk that an acquiring company will have to pay appraisal petitioners more than the merger deal price. In a much-anticipated decision, the Delaware Supreme Court provides valuable guidance about the relative importance of the deal price in the court's adjudication of the "fair value" of a petitioner's shares.
Features
Quarterly State Compliance Review
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect between Aug. 1 and Oct. 1, 2017, including amendments to Delaware's corporation and LLC laws.
Features
Alternative Fee Arrangements in Complex Litigation
<i><b>The Case for Value Billing</i></b><p>Alternative fee arrangements (AFAs) are about value, a benefit legal departments are increasingly pressured to bring to their companies. When hiring an outside lawyer, clients are not looking for "hours," and they certainly are not looking for tenths of hours. They seek value.
Features
Internal Whistleblowers
<b><i>SCOTUS Review of Dodd-Frank to Change the Landscape</b></i><p>On June 26, 2017, the Supreme Court granted <i>certiorari</i> in <i>Digital Realty Trust Inc. v. Somers</i> to review a Ninth Circuit decision regarding SEC whistleblowing protections. The Court's ruling is highly anticipated, as it will clarify the landscape for whistleblower protections.
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Arizona's New Paid Sick Leave Law
As of July 1, 2017 all employers in Arizona are now required to provide employees with paid sick leave as directed by a new law, the Fair Wages and Healthy Families Act. The law dictates how employers must implement the new rules — from when the benefits begin to accrue to when they pay out, and what fines will be imposed for non-compliance.
Features
Opt-Out Incentives: The Ins and Outs
As annual open enrollment season approaches, many employers may be evaluating ways in which to control rising health plan costs. One strategy frequently considered is a financial incentive for employees to waive or opt out of the employer-sponsored group health coverage.
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Third-Party Litigation Funding
Third-party litigation funding is a relatively new, but rapidly expanding litigation financing vehicle. According to the authors, general counsel and commercial litigators would be well served to understand the changing landscape regarding the scope and potential uses of such funding.
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Update: Stage Now Set for DOL to Adopt More Modest Salary Level for Overtime Exemptions
In his final ruling, Judge Mazzant clarified that he was not questioning the DOL's authority to adopt a salary level test as part of the overtime exemptions. Rather, Judge Mazzant explained that the Obama-era DOL had gone too far in adopting a salary level so high as to become the "de-facto" test for meeting the overtime exemptions.
Features
Delaware Dethroned
<b><i>South Dakota Now Top Corporate Lawsuit Venue</b></i><p>South Dakota has replaced Delaware as the No. 1 choice of in-house counsel and business executives for handling corporate lawsuits, according to a new report from the U.S. Chamber of Commerce's Institute for Legal Reform.
Features
When Will Disruption Hit the Legal Industry?
Economics tells us an industry that experiences a drop in aggregate demand, adds production capacity, and increases the market overlap among competitors will suffer price erosion and profitability decline. Law firms fit this profile. Yet, in talking with law firm partners, you don't get the sense that any such "disruption" is happening. Perhaps economics has bypassed law?
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