The Corporate and Business Law Journal Forum is a companion to the Corporate and Business Law Journal. It features short responses to scholarship and comments on legal news.

We welcome submissions from professors, practitioners, judges, legislators, and law students. Submissions should be a minimum of 500 words. Each submission is subject to similar editorial standards as the articles published in the Journal.

Amendments to Regulation S-K Amid a Pandemic

By: Dallin Hendricks

Regulation S-K provides detailed instructions for the registration statement and prospectus issuers use in an offering of securities. On November 9, 2020, three amendments to Regulation S-K will go into effect. The SEC explained that these amendments were intended to “modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.”

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“Here I am expected to absorb everybody else’s heartaches … and nobody’s there to resolve to my heartache,” said Terri Lacy, a “mom and pop” landlord affected by state eviction moratoriums that temporarily absolve tenants of rent, but not landlords of their mortgage payments. When the coronavirus pandemic reached American soil, it resulted in not only a health care crisis, but an economic crisis and a housing crisis. As the economy collapsed and people started losing their jobs, people became fearful that they would not have the money to pay rent, and would lose their houses.

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By: Trevor Cook

Prophecies about inevitable and imminent changes in the provision of legal services and the profession of law itself have proliferated in recent years in the wake of rapid advances of technology. Artificial intelligence and machine learning and their implementation in natural language processing (NLP) applications is one facet of these technologies that offers great promise but has been adopted with mixed results. For example, the major electronic legal research providers have already implemented NLP technology into their platforms to enhance search results and suggest further relevant resources to their users, but the technology’s promise has not been fully realized in the realm of “document automation.”

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How Will the CARES Act Change Consumer Bankruptcy?

By: Kate Peterson

The CARES Act, signed into law on March 27th, 2020, intended to provide quick economic assistance to American individuals and businesses. The Act amended the Bankruptcy Code to provide relief to those who file for bankruptcy, with a sunset provision of one year from enactment. In consumer bankruptcies, these changes have implications for both individual debtors and their creditors, who are often businesses of all sizes.

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Businesses Beware: The Use of Artificial Intelligence in Hiring in a ‘Work from Home’ Economy

By: Masden Griffiths
The COVID-19 pandemic has affected nearly every aspect of our lives. Arguably, one of the biggest changes has been the transition to a ‘Work from Home’ economy. Both employers and employees have had to combat the challenges of garnering productivity from within the walls of their homes. In an attempt to keep going and growing, businesses have also had to abandon traditional in-person interviews and job assessments in favor of virtual meetings and online tools to measure potential employees’ cognitive capabilities, emotional intelligence, personality traits, and skill sets. Employers have also opened their doors to new hiring practices by using Artificial Intelligence (A.I.) for recruiting and assessment in hiring decisions to help eliminate bias. However, “[l]ike any new technology, artificial intelligence is capable of immensely good or bad outcomes.” Businesses have found themselves in a dilemma when it comes to replacing a typical human review process with a ‘bot.’

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Big-Tech Mergers and Acquisitions in the Era of Covid-19

By: Matthew French

2020 began with a surging economic climate that appeared to foreshadow a heavily prosperous set of fiscal quarters that would likely present not only an opportunity for growth in the startup technology spectrum, but also one which would naturally give rise to countless mergers and acquisitions. However, as the world began to experience the true impact of the emerging Coronavirus pandemic, that optimistic outlook slowly transposed into a bleak twilight of economic uncertainty. The following months showcased the utter fragility of the inter-personal corporate marketplace, as social distancing restrictions forced capable entities to transition to remote-work platforms and catalyzed less fortunate corporations into bankruptcy. To the average entrepreneur, this landscape appeared to set the stage for a surge of innovative opportunities arising out of the startup and Big-Tech spectrums; after all, social distancing cultivated both an optimal setting for technological need and a captivated consumer marketplace. Yet the reality of the startup and Big-Tech spectrum was far more constricted.

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Arizona’s Remote Sales Tax: A Look at How We Got Here

By: Vanessa Stockwill

We often muse that “nothing is certain but death and taxes.” However, remote sellers were able to evade the latter until 2018 because a series of Supreme Court decisions held that sales taxes levied against out-of-state businesses are unconstitutional unless the seller has a physical presence inside the state. Because of this requirement, Arizona—like many states—requires customers to pay a use tax on any purchase for which the seller doesn’t collect a sales tax. Since it is impractical to enforce this schema, the physical presence requirement effectively gave remote sellers a tax advantage over businesses with in-state employees, stores, or other physical presence.

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By: Catherine Bradshaw
Viral social media star machine TikTok has announced a potential deal with two American companies in an effort to skirt President Trump’s executive order promising to ban the app if it remains under Chinese control. ByteDance, TikTok’s Chinese owner, is in talks to create a new U.S.-based company, TikTok Global, of which Oracle and Walmart, both American companies, would own 20 percent. President Trump voiced approval of the deal, stating he has “given the deal [his] blessing.” This statement came following weeks of increasing tensions between the U.S. government and the social media giant over allegations from Trump officials that the Chinese government could use the app to steal data from American users and threatens U.S. national security.

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In re Grand Jury Proceeding: Insights into Discovery in Corporate Criminal Investigation

By: Jacob Stock
The facts underlying In re: Grand Jury Proceeding read as well as any legal thriller: Felix Sater, a man wrapped up in fraud and racketeering for the mob, becomes an informant for the feds and helps to track down US law enforcement’s most wanted. Hot on his tail is Frederick Oberlander, a lawyer working hard for his clients to recover the funds lost in Sater’s former schemes. As Oberlander works the cases, however, he discovers information related to Sater’s cooperation with the government is sealed, and the Second Circuit enjoins Oberlander from publicly disclosing the information. Frustrated by the red tape, Oberlander releases the information anyway, resulting in several grand juries being impaneled to initiate a criminal investigation.

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