Critics of bitcoin and other cryptocurrencies have long contended that their widespread use would empower hackers and other criminals. Purported anonymity, ease of cross border transport, lack of clear regulations, and settlement finality are all features of cryptocurrencies that may appeal to those who wish to skirt the law.[1] Since bitcoin’s inception, several high-profile instances of criminal misconduct have shone a light on the potential dangers of cryptocurrency. Among them was the creation of the world’s first online drug bazaar, and a massive hack at the Mt. Gox bitcoin exchange, which sparked a vicious bear market in the price of…
Author: David Adler
Last month, the U.S. Supreme Court agreed to hear South Dakota’s direct challenge to Quill v. North Dakota, paving the way for large-scale changes to the existing retail tax structure.[1] The case, South Dakota v. Wayfair, Inc., argues that the 1992 ruling limiting states from taxing remote retailers without a physical presence within the state is obsolete in an e-commerce era.[2] In Quill, the Court considered whether states could compel use taxes from remote retailers.[3] Generally, a use tax is imposed on retailers for items that are used, consumed, or stored within the state though the underlying purchase occurs out-of-state.[4]…
Last month, President Trump signed a tariff order, imposing a 30 percent tariff on imported solar panels.[1] Unlike some other executive orders that the President has signed before, there seems to be little question regarding the constitutionality of this one. Although the constitution does not explicitly give the President the power to levy tariffs as this power is left to Congress, Congress can delegate its power to the President by implementing statutes.[2] In the instant solar tariff case, President Trump relied on a section of trade law to take executive actions.[3] This section of trade law provides a “safeguard” for…
The recent Federal tax reform certainly includes significant changes to the Internal Revenue Code but it will also likely lead to substantial changes to the tax laws of certain states, like New York. The primary reason for these potential changes are that the Federal reform will adversely affect the residents of certain States to an intolerable degree.[1] The main provision in the Federal reform that is prompting State action is the limit on the deduction of state and local taxes.[2] Before the tax reform, taxpayers could reduce their federal taxes by deducting state and local taxes from their taxable income.[3]…
On November 8, 2017, Fordham University School of Law’s Corporate Law Center, in partnership with Morgan, Lewis & Bockius LLP and the SEC Historical Society, hosted the 18th Annual A. A. Sommer, Jr. Lecture on Corporate, Securities, and Financial Law. The Sommer lecture series was started to commemorate A. A. Sommer, Jr., a Commissioner on the SEC from 1973–1976, and who also began the Morgan Lewis securities practice in 1979.[1] This year’s lecture, entitled “The Agency Costs of Activism,” was delivered by John C. Coffee Jr., Adolf A. Berle Professor of Law and Director of the Center on Corporate Governance…
For the entertainment industry, last month was an exciting one as Disney announced its acquisition of 21st Century Fox at roughly $66 billion.[1] Although the deal is still pending DOJ’s approval and is expected to take up to 18 months to be cleared,[2] if approved, it will be one of the biggest deals in the history of the entertainment industry.[3] For some movie fans, this means dreams do come true. Not only will Disney have the option to make new sequels for some of the old movie series such as, Home Alone, it will also finally have the power to…
What Is Actually Happening? AT&T plans to buy out Time Warner[1] for approximately $85.4 billion.[2] AT&T, the second largest wireless carrier and owner of DirecTV, intends to take ownership of all of Time Warner’s assets, including its popular HBO, CNN, and TBS stations, as well as Time Warner film and TV Studios, to become one of the world’s largest entertainment producers.[3] The terms of the acquisition include AT&T paying $107.50 for each share of Time Warner, which would be paid half in cash and half in stock.[4] An acquisition at this price would result in a roughly 19-20% premium since,…
ABSTRACT In recent years, Delaware has served as the hot bed for the dramatic increase in merger appraisal litigation and the proliferation of “appraisal arbitrage” whereby opportunistic shareholders buy into companies following merger announcements and challenge announced deal prices as an investment strategy. While this has not always proved profitable, it has increased scrutiny over the Delaware appraisal regime and the ability for shareholders to avail themselves of the opportunity for a judicial valuation of their shares. Furthermore, it has highlighted information asymmetries in which controlling shareholders, particularly those seeking to cash out their minority shareholders, are incentivized to underpay…
ABSTRACT The enactment of the America Invents Act (AIA) in 2011 ushered in a new system for post-grant patent review. In the interest of enhancing the efficiency of the patent regime by invalidating “bad” patents, certain requirements were relaxed. For example, the AIA created an examination process called inter partes review, which allows a party without legal standing to challenge the validity of a patent in front of the Patent Trial and Appeal Board. In the pharmaceutical patent context, it was expected that inter partes review would be utilized mostly by generic drug makers seeking to invalidate patents without incurring…
ABSTRACT Following the Financial Crisis of 2008, trust in the financial industry was at an all-time low as the American taxpayer was forced to bailout the very same institutions responsible for their suffering. In response, Congress passed Dodd-Frank in 2010 to ensure another crisis like 2008 never happen again. Section 78u-6 of the Act provides incentives and protections for whistleblowers who report violations of securities laws. In recent years there has been a divide among circuit courts over the question of whether employees who report violations internally to their bosses—and not directly to the SEC—are protected by the Act. Currently,…