On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to increase investor protections against insider trading.[1] The amendments enhance the disclosure requirements for issuers and revise the conditions of the Rule 10b5-1(c)(1) affirmative defense to insider trading liability under §10(b) and Rule 10b-5.[2] The new conditions to the affirmative defense include: (1) cooling-off periods for directors, officers, and persons other than issuers (non-issuers); (2) director and officer representations; (3) restrictions on multiple Rule 10b5-1 plans; (4) limitations to single-trade arrangements; and (5) an expansion of the good faith requirement contained in the former rule.[3] The amendments became effective on February 27, 2023.[4]
Under Louisiana law, medical expenses incurred alongside litigation are presumed to be reasonable if causally linked to the accident.[1] Medical bills in Louisiana do not need to appear reasonable to be admitted into evidence as true, reasonable, and correct.[2] Despite practitioners contending that victims must provide evidence that the hospital expenses incurred were reasonable,[3] Louisiana courts neither regularly require this evidence from plaintiffs nor regularly allow defendants to admit contradictory evidence of unreasonable expenses for the truth of the matter.[4]
In the summer of 2022, the Supreme Court of the United States in Kennedy v. Bremerton School District significantly changed the rights of many Americans by expanding the protection of the Free Exercise Clause. Historically, there has been tension between the Free Exercise Clause and the Establishment Clause with respect to balancing the rights of a person’s freedom to practice their religion against the public’s interest in separation of church and state.[1] The Free Exercise Clause grants Americans the right to practice any religion of their choosing, if any at all.[2] Incidentally, the Establishment Clause prohibits the government from favoring one religion over another by mandating a separation of church and state.[3] The facts in Bremerton also bring the Free Speech Clause into play due to the bifurcated nature of analyzing free speech.[4] This Blog Post will analyze the implications arising from the Court’s decision in Kennedy v. Bremerton School District.
For several decades, Delaware law has permitted corporations to eliminate or limit corporate directors’ personal liability to the corporation or its stockholders for monetary damages arising from breaches of a director’s fiduciary duty of care.[1] This corporate elimination or limitation of directors’ personal liability is known as exculpation. Traditionally, Delaware law permitted exculpation from personal liability only as to directors.[2] Corporate exculpation of director liability has become “ubiquitous” in the 35-plus years since its introduction to corporate law.[3] Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law has been amended to extend the traditional, director-only exculpation allowance.[4] Per the amendment, Delaware corporations may now exculpate from personal liability both corporate directors and certain executive officers.[5]
With the federal gift and estate tax lifetime exemption amount currently set to sunset and return to pre-Tax Cuts and Jobs Act levels in 2026,[1] tax and estate planning attorneys and other professionals are facing huge uncertainties. The gross estate threshold amount excluded from the estate tax will essentially be reduced by 50% from $10 million to $5 million.[2] However, these figures are indexed annually for inflation, so the current threshold amount in 2022 is $12.06 million.[3] Although these taxes affect a very small percentage of the American population—roughly only 0.2% of decedents paid the estate tax in recent years[4]—they still create big issues. Specifically, attorneys and advisors in this area will soon be forced to speculate as to whether Congress will revive the current lifetime exemption limit or allow it to sunset, reverting back to the pre-Tax Cuts and Jobs Act amount.
The LLR Lagniappe, formerly known as the “Digital Digest,” is the official blog of the Louisiana Law Review.
The LLR Lagniappe features short commentaries of legal developments in Louisiana and across the country. Our blog seeks to harness valuable scholarly insight that may otherwise not fit within the traditional limitations of the printed Louisiana Law Review.
The LLR Lagniappe is currently limited to Law Review members, legal practitioners, and faculty members. Submissions from these sources are reviewed by the Board and accepted for publication subject to the Board's discretion. If you would like to write for the LLR Lagniappe, please contact Maggie Sternberg at mstern6@lsu.edu.
The LLR Lagniappe is managed by the Online Editor and the Editorial Board of the Louisiana Law Review at the Paul M. Hebert Law Center.
