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American Bar Association

ABA Section of Business Law

  Business Law Today


Volume 7, Number 3 - January/February 1998

Is incorporation venue' a good thing?:
By Kathryn R. Heidt
By Robert B. Millner
The business is basically located in San Francisco -- manufacturing, marketing, corporate offices, etc. But it was incorporated -- as many companies are -- on the other coast in Delaware. Should the venue laws be changed across the nation to reject the state of incorporation as a basis for venue in a bankruptcy case? Author Heidt in this point/counterpoint says there is no reason to change the law, while author Millner says that incorporation venue imposes a burden and an inconvenience on creditors, that venue should have a substantive relationship to where business operations are located.

The slippery slope to bankruptcy:
Should some claimants get a carve-out' from secured credit?
   Yes: Reserve a cushion of free assets for unsecured creditors
By William J. Woodward
   No: It's a populist craving for a petit bourgeois valhalla
By James J. White
A Harvard professor has suggested a change in the Uniform Commercial Code's Article 9 that a lien creditor outside of bankruptcy could levy on any Article 9 collateral, sell it and take the first 20 percent of the proceeds of the sale. In this point/counterpoint, author Woodward thinks that's a good idea, that the costs of reform should be borne by the beneficiaries of reform, so that a cushion of free assets is reserved for unsecured creditors. On the other hand, author White says it's a bad idea because it's a restraint on an owner to dispose of its own property as it pleases.

Into Africa:
A basic primer for doing business on an emerging frontier
By Seward M. Cooper
Africa may lag behind the rest of the world economically (with the exception of a few southern countries), but there's commerce afoot for the foreign investor. The author gives a rundown on what can be involved and what to watch out for when venturing into that market. Among the topics: privatizing, currency, intellectual property, rules for foreign investors, etc.

Not just your average business lawyer:
William Webster remembers when he headed the FBI and the CIA. But he's back to practicing law now.
By Gina Chon
This former chair of the Business Law Section also has a few other former titles, such as director of both the FBI and the CIA. But he doesn't want to be thought of in the past tense. He's an active lawyer with a big D.C. firm. He looks back and ahead in this profile.

Bankruptcy under scrutiny:
On the one hand, the national commission came up with almost 200 recommendations. But on the other hand, the suggestions were born in controversy and won't be enacted soon.
By James L. Baillie
After an 18-month study, the National Bankruptcy Review Commission came up with 172 recommendations. They did not propose legislation, but just prepared their suggestions for Congress. No legislation is expected to be enacted soon. The recommendations were written in an air of controversy -- particularly the ones concerning consumer bankruptcy -- and the controversy is expected to continue now that the commission's work is done.

Value billing today:
Cost control for a new world
By J. Christopher Toews
The author feels that much new legal business is out there for lawyers who position themselves to get it and who are not afraid to take the risks (and assume the responsibilities) that are inherent in value billing. He lays out a number of specifics about how a lawyer can change their practice to realize this potential.

A clean record:
Develop a system for dealing with corporate information
By J. Edwin Dietel
There's a real danger if corporate records are not handled carefully -- such as liability. The author also discusses audits of records and how they should focus on the informational content -- what will be needed in the future? Information should be accurate, complete, timely, appropriate and readily accessible.