Business Law Practice

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.

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.

IRS Issues Proposed Regulations for Tax on Nonprofit Executive Compensation

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The Internal Revenue Service has issued proposed regulations describing the rules regarding the 21 percent excise tax on compensation over $1 million and excess parachute payments paid by tax-exempt organizations to certain covered employees. The proposed regulations affect certain tax-exempt organizations, government entities, and certain entities that are treated as related to those organizations.

ITS 2019

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Each fall semester, Temple 1Ls spend three weeks negotiating and documenting some fairly straightforward deal elements in Introduction to Transactions Skills (ITS). Overseen by Professor Andrea Monroe, ITS requires all 1Ls to play the role of attorney to either a budding restauranteur or a potential investor and attempt to strike a deal to open a new restaurant.