|Volume 10, Number 7, July 2014
Coming November 2014: Cheetah from Wolters Kluwer
Click here for a video introducing Cheetah, our new legal research platform coming in November. The video will give you an overview of how this new tool will enhance your legal research experience (no audio).
New Blue Sky Law Reporter Smart Chart topic: Crowdfunding Exemptions
Crowdfunding Exemptions is the latest topic to be added to the Blue Sky Law Reporter Smart Charts. This chart currently contains provisions for Alabama, Indiana, Maine, Michigan, Texas (proposed), Washington and Wisconsin. More states will be added as provisions in those jurisdictions are adopted.
In October 2013, the SEC issued proposed crowdfunding rules designed to enable small businesses to better raise capital by using the Internet to advertise securities purchase opportunities to prospective investors. While the Internet has the potential to increase an issuer’s capital-raising abilities, its use also runs the risk of roping in unsophisticated, investment-inappropriate purchasers. Therefore, the rule balances capital raising abilities with investor protection restrictions.
States have begun proposing and adopting their own intrastate crowdfunding exemptions. The exemptions in the states (except for Maine which is a registration state) are called “intrastate” because they require the issuer to be organized to do business in the particular state and require the issuer’s targeted investors to be residents of that state.
Here’s where the topic can be found in the Blue Sky Law Reporter Smart Charts on IntelliConnect:
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Question: Can I include links to saved Smart Charts in Research Folders?
Answer: Yes, Smart Charts can be saved to Research Folders to provide quick and easy
access in the future.
Simply follow these steps:
- After creating your Smart Chart, click the Save Chart command in the right pane.
- Type the name of your chart, e.g., Blue Sky – Crowdfunding – ALL STATES, and check the box for "Also save chart to a research folder. You will be prompted to select or create a folder."
- Click Save.
- At the following screen, either select an existing folder from the list (e.g., “Blue Sky research”) or type in a name for a new Research Folder and click Add new.
- Click OK.
- You can now access this saved Smart Chart from your Research Folders.
The resulting Smart Chart will retain all the prior settings, but will contain updated content.
- SHARE this Research Folder with colleagues so they can also have easy access to saved Smart Charts!
- Use the Highlight Updates command to quickly locate topics with new content within a specified date range
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NOTE: The training tip for June-researching Folk and Balotti treatises-omitted one of the sample searches. So we've repeated the tip here in its entirety.
Question: How would you compare and contrast the two classic and highly regarded treatises covering Delaware Corporation Law to incoming summer associates who may not have encountered them in law school?
- Folk on Delaware General Corporation Law by Earnest L. Folk (late), Rodman Ward, Jr., Edward P. Welch, and Andrew J. Turezyn (link opens title within Corporation Law library on IntelliConnect Browse menu)
Answer: The table below provides a quick overview, and the following sample searches showcase each title's strengths along with why these indispensable sources are especially effective when used in tandem.
Former President of the Delaware State Bar Association and former chairman of the Corporation Law Section
Former Reporter for the 1967 revision of the Delaware General Corporation Law, and described as “the nation’s leading academic expert on the Delaware General Corporation Law.”
More practice-oriented. Step-by-step approach to establishing organizations incorporated in Delaware. Includes practical strategies to resolve transactional and litigation issues.
More analytical; widely cited. Provides detailed analysis of statutory provisions. Includes guidance.
Three parts: Text (explanations by code section), Statutes, and Forms.
Four parts: Delaware law; LLC Act; Domestic and Statuary Trusts; Limited Partnerships.
CASES (include complimentary links to full-text)
Annotated throughout; Table of Cases included
Extensively annotated; many unreported; separate Tables of Cases for Delaware and non-Delaware jurisdictions
Sample searches for IntelliConnect subscribers
Instructions: Target both Balotti and Folk for the following searches. In search results, expand the “By Library” filter, choosing the “Corporation Law” library, and expanding results for each title to easily compare/contrast results.
- Find references to Revlon v. MacAndrews and discussions of the “Revlon Doctrine” regarding the sale of a company.
Balotti (34 results):
- See Chapter 6, §6.55, Delaware, The Sale of a Company for a thorough discussion including auction versus sale, the conduct of the auction, and the market check and go shop provisions.
- See Chapter 4, §4.20, Delaware, Enhanced Scrutiny in the Context of Changes in Control for its section on the duty to maximize stockholder value under Revlon.
Folk (20 results):
Retrieve a Certificate of Formation of an LLC and further information about what’s necessary to include in the form.
- See Part 1, Subchapter IV, §141.02, Delaware, Fiduciary Duty of Directors and the Business Judgment Rule for a broad overview of directors’ various duties and the development of the Revlon Rule including when its duties come into effect.
Search: “certificate of formation” w/10 LLC
Note: if you copy/paste the search expression from this text, delete and retype the quotation marks surrounding “certificate of formation” to avoid syntax error message.
Balotti (24 results):
- Click + to left of title to expand results, click + to expand Forms, and select Forms - Limited Liability Companies to see Form 20.1,CERTIFICATE OF FORMATION OF ______ on right panel
Folk (68 results):
Find an overview discussing the sale of assets under section 271.
- Click + to left of title to expand results, click + to expand Part Two Limited Liability Company Act, expand Subchapter II Formation; Certificate of Formation, and select §18-201, et seq., for explanations and commentary regarding its amendment, cancellation, filing, etc.
Search: “section 271”
Balotti (16 results):
- The first document in the reading pane under Laws (assuming the Categorized View is on) shows the current version of section 271, including the 1967 version, and amendments from 1969, 1983, 2005, and 2010
- Using the “by Library” filter, expand Text, and expand Chapter 10 to see an overview of the sale of assets (§10.1), procedural aspects (§10.3), the roles of stockholders and directors (§10.6), and more!
Folk (22 results):
- Using the “by Library” filter, expand the + next to Folk, expand Subchapter X Sale of Assets . . , and select §271 SALE, LEASE OR EXCHANGE OF ASSETS; CONSIDERATION; PROCEDURE to view results in right panel, including judicial review (§271.07), the effect on creditor rights (§271.10), legislative amendments (§271.12), and more!