ABA Section of Business Law

Business Law Today

May/June 1996

Features

Safer harbors: Securities litigation after the Reform Act of 1995
By Linda D. Fienberg, Ruth S. Epstein, Michael A. Dawson and Michael S. Long
The authors examine the changes in securities litigation law after the passage of the Private Securities Litigation Reform Act of 1995. The changes provide more protection for defendants and make bringing suits more difficult for plaintiffs. SEC rules and "safe harbors" get a lot of discussion.

Keeping Track of the Environment: What You Need to Know about Auditing Programs
By Ridgway M. Hall Jr.
There has been an explosion of developments relating to corporate environmental auditing programs. The author discusses new design and performance standards for comprehensive benchmarking information for corporate managers to evalute their own programs. The regulatory and liability landscape is also examined.

Don't Wait for the Knock on the Door: Preparing Your Client Company for a Takeover Bid
By Joseph S. Mcauliffe
Is your company an acquisition candidate? Author lists some practical preparation proposals. These are issues that must be addressed before the bid arrives -- an education process for corporate executives. Remember that shareholder interests are primary.

Crisis!: What to Do Before; What to Do after
By John F. Schmutz
This article tells what to do in a corporate crisis. Corporate executives need a plan for dealing with the outside world both before and after a crisis occurs. Training ahead of time is needed, and "no comment" isn't good enough.

Red, white and very blue: Don't let your corporation run afoul of federal election laws
By Leigh Snell
Corporations can get into legal difficulties quite easily when they become involved in federal elections if they want to help a candidate's cause. Is your company contributing something of value to a candidate? The Federal Elections Commission is getting very serious about policing corporate involvement in campaign fund raising. The key case is that of Prudential Securities, where they were fined $550 million in a civil penalty. But a company can get involved in federal elections without violating the law.

Handling Hedge Funds: Navigating the Regulatory Maze
By Stephen M. Schultz and Steven B. Nadel
This is a complete primer on hedge funds. What are they? How do they work? Comparison to mutual funds. But potential investors should understand this relatively unregulated environment before jumping aboard.

It's 'Corporate Counsel' to You, Buster: New-found Respect for In-house Lawyers
By Eileen Finan and Henry Goldblatt
In-house lawyers aren't second-class citizens in the legal world any more. What has brought about the change? It's now "corporate counsel," and they have new-found respect.