» Derivative Actions against Corporate Directors and Officers
In Tomran, Inc. v. Passano, the Court of Appeals has ruled that the beneficial holders of American Depositary Receipts (ADR's) in Allied Irish Bank (AIB), which indirectly owned AllFirst Bank at the time notorious currency trader John Rusnak caused AllFirst to lose hundreds of millions of dollars, could not bring a derivative action under a negligence theory against persons who were serving as officers and directors of AllFirst at that time, because Irish law, under which AIB was incorporated, does not permit such actions. The Court's opinion discusses and applies the "internal affairs" doctrine, under which disputes among a corporation and its shareholders, directors, and officers are governed by the law of the jurisdiction in which the corporation is formed.
» Article 2 of Maryland's Uniform Commercial Code
In Rad Concepts, Inc. v. Wilks Precision Instrument Company, Inc., the Court of Special Appeals has applied various parts of Article 2 of Maryland's Uniform Commercial Code (which governs sales of goods), including provisions relating to "repudiation," "retraction of repudiation," "anticipatory repudiation," "right to adequate assurance of performance," "acceptance," and "revocation of acceptance," in the course of holding that an equipment manufacturer was entitled to payment for thousands of units of radiology equipment which it had made for a customer.
» Commercial Lease Renewal
In Chesapeake Bank of Maryland v. Monro Muffler/Brake, Inc., the Court of Special Appeals has ruled that a commercial tenant lost it right to renew its lease by failing to notify its landlord of its intent to renew until 63 days before the initial lease term ended, since the lease required the tenant to provide such notice at least 90 days before the end of the initial term.
» Fraudulent Conveyances
In French v. Liebmann, the federal appellate court whose jurisdiction includes Maryland has ruled that a bankruptcy court can void an insolvent U.S. citizen's fraudulent transfer to another U.S. citizen of real property located outside this country.
» Personal Jurisdiction over Out-Of-State Business Conspirators
In Mackey v. Compass Marketing, Inc., the Court of Appeals has ruled that, under the "conspiracy theory" of personal jurisdiction, a business conspirator who lacks any personal connection with Maryland may nonetheless be subject to suit in this State based on conduct of a co-conspirator which has Maryland connections.
» Commercial Electronic Mail Act
In MaryCLE, LLC v. First Choice Internet, Inc., the Court of Special Appeals has ruled that a New York company and its president can be sued in Maryland for alleged violations of the Maryland Commercial Electronic Mail Act ("MCEMA"), which outlaws the transmission, from a computer within Maryland or to an e-mail address that the "sender" should know is held by a Maryland resident, of any commercial e-mail containing false or misleading information relating to its origin or in its "subject line." The Court's opinion holds not only that the New York company and its president are subject to suit in this State for alleged MCEMA violations and that application of MCEMA to certain e-mails allegedly sent by them would not violate the "dormant Commerce Clause" of the U.S. Constitution, but also that the president can be held personally liable for any MCEMA violation which he directed or furthered.
» Avoidance of Gift and Generation-Skipping Taxes
The IRS has issued a private letter ruling which indicates that a taxpayer's advance payment of his grandchildren's tuition for multiple years may be excludable from both gift and generation-skipping transfer taxes. Find out more...
» Americans with Disabilities Act and Cancer
The EEOC has issued guidelines concerning application of the Americans with Disabilities Act to job applicants and employees with cancer. Find out more...
» Exempt Employees' Weather-Related Absences
The federal Department of Labor has issued two opinion letters which clarify an employer's obligations toward exempt employees relative to weather-related absences. Opinion Letter One Opinion Letter Two
» Rights of Employees Providing Military Service
The federal Department of Labor has issued final rules implementing the Uniformed Services Employment and Reemployment Rights Act (USERRA), which protects the rights of persons who voluntarily or involuntarily leave employment positions to undertake military service. Find out more...
» Federal Contractors and Internet Job Applicants
The Office of Federal Contract Compliance Programs (OFCCP) has adopted regulations setting forth recordkeeping requirements that must be satisfied by federal contractors relative to Internet job applicants. Find out more...
» Business Acquisitions Involving Foreign Law or Foreign Entities
The IRS has adopted regulations providing that a business acquisition effected pursuant to the laws of a foreign country or involving a foreign entity may be treated as a tax-free statutory merger under Internal Revenue Code section 368 if it otherwise qualifies for such treatment. Find out more...
» Cross-Border Exercise of Shareholder Rights in the EU
The European Commission has issued a directive designed to facilitate the "cross-border" exercise of shareholder rights by citizens of EU member states. Find out more...
» Non-Contractual Disputes in the EU
As part of an effort to establish a comprehensive set of rules for commercial obligations in the EU, the European Commission has issued a modified version of its proposed regulation concerning the law applicable to non-contractual disputes. This new proposed regulation, known as "Rome II," would, among other things, harmonize member states' "conflict-of-laws" rules and uphold certain choice-of-law agreements between businesses, but would not apply to defamation. Find out more...
» Intellectual Property Protection of Databases in the EU
With a view toward ensuring that innovation is sufficiently encouraged within the EU, the European Commission has issued an evaluation of the intellectual property protection which EU law affords to databases. Find out more...