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ABA Business Law Section
Newsletter of the ABA Business Law Section
  Corporate Counsel Committee
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Message from the Leadership

Featured Articles
  Delaware Chancery Court Upholds "Forum Selection Bylaws"
  Inter-Governmental Task Force Recommends Extending Anti-Money Laundering Measures to Telecoms, Software Companies and Other Non-Traditional Mobile Payments Providers
  International Corruption Risks Facing Financial Institutions
  Significant Amendments to the Ontario Securities Act Expand the OSC's Powers to Share Information and Prosecute Insider Trading and Fraud-Related Offenses
  An Invitation from the Committee on Business Law Education
 
Judith Kim
    eNewsletter Co-Editor
    713-360-4073

Faisal Zubairi
    eNewsletter Co-Editor
    714-800-1461

Michelle Wong
    eNewsletter Co-Editor
    416-981-4236

  Message from the Leadership
 
Judy Kim, Vice Chair Judy Kim,
Co-Chair
Howie Wong, Co-Chair Howie Wong, Co-Chair

Dear Corporate Counsel Committee Members:

Hello. It's already time for the ABA Annual Meeting in beautiful San Francisco. I'm already excited by the thought of much cooler weather (it's 100 plus degrees Fahrenheit with the heat index this week in Houston!) and no humidity.

Anyone who has visited San Francisco appreciates the city's street life and unending food options. No need to mention all the arts and cultural entertainment possibilities as well. In light of the fact that the ABA has to compete with all the offerings the city has to offer, the Corporate Counsel Committee hopes that you will consider attending one or all of our sponsored events, as follows:

Friday, August 9, 2013 (10:30 am to 12:30 pm): "How Law Firms Can Better Serve Their Corporate Clients - and Get and Keep Their Business" The panelists will engage in a candid discussion about how law firms can implement practices and procedures that build strong client relationships and increase law firms' revenues and profits while enhancing their corporate clients' bottom line. The program will focus on improving the quality and maximizing the value of legal services for corporate clients.

Friday, August 9, 2013: Our Committee will co-host the Corporate Compliance/Corporate Counsel/Cyberspace Law/Intellectual Property Joint Committee Dinner at Tres Mexican Kitchen & Tequila Bar. A cocktail reception begins at 7:00 p.m. followed by dinner at 7:30 p.m. You must be registered for the Annual Meeting to attend this event. Add the Corporate Compliance/Corporate Counsel/Cyberspace Law/Intellectual Property Dinner to your existing registration. If you are adding a ticket, you will need your registration badge number. Tickets: $105 per person

Saturday, August 10, 2013 (10 to 11 am): Leadership Meeting, which is not restricted to Committee leaders. All are welcome!

Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583
Conference code:
4122565797

Saturday, August 10, 2013 (11 am to 12 noon): Corporate Counsel Toolkit (2nd edition): Editors & Writers Meeting. All those interested are welcome to join as we launch our fall/spring project for the second edition of this very popular ABA publication!

Toll-free dial-in number (U.S. and Canada):
(866) 646-6488
International dial-in number:
(707) 287-9583
Conference code:
4122565797

Saturday, August 10, 2013 (2:30 to 4 pm): "Private Company M&A: A Potpourri of Practical Pointers," presented by the M&A Committee and the Corporate Counsel Committee, for insightful, practical and trendy take-aways on M&A topics from seasoned law firm and in-house M&A specialists from across the country.

And on a personal note, I want to thank my Committee Co-chair, Howie Wong, for all his dedication and hard work for the past three years. This is his last Annual Meeting as a Co-chair, but I hope we continue to see him at many more ABA meetings to come. And please welcome the new incoming Co-chair, Cara Bradley, General Counsel at Xylem, Inc. based outside of Boston, and our new Vice Chair, Michelle Wong, General Counsel of the Toronto Community Housing.

As always, please feel free to contact me (Judith.kim at axiomlaw.net) with comments, concerns or questions about our Committee.

Travel safely and see you in SF!

Judy Kim, Axiom
Co-Chair, Corporate Counsel Committee
Business Law Section of the American Bar Association


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  Featured Articles
 
Delaware Chancery Court Upholds "Forum Selection Bylaws"
By: Thomas P. Swigert and James K. Nichols

These days, hardly a merger or acquisition goes by without challenge by a class action or derivative lawsuit. As the sheer volume of these cases has exploded in recent years, so has the creativity of plaintiffs' lawyers to increase potential cost and uncertainty, and correspondingly increase the likelihood of a quick, easy, and lucrative settlement. One tactic is to file the lawsuit somewhere, anywhere, other than Delaware to avoid its rich body of case law and experienced Chancery judges ready to apply it.

More...

Inter-Governmental Task Force Recommends Extending Anti-Money Laundering Measures to Telecoms, Software Companies and Other Non-Traditional Mobile Payments Providers
By: Rick Fischer, Obrea O. Poindexter, Barbara R. Mendelson and M. Sean Ruff

The Financial Action Task Force ("FATF") recently released a white paper entitled "Guidance for a Risk Based-Approach: Prepaid Cards, Mobile Payments and Internet-based Payment Services" ("Guidance"). The Guidance contains non-binding suggestions for policy makers on ways to improve their respective country's money laundering controls by applying existing FATF Recommendations to new and emerging financial services providers.

More...

International Corruption Risks Facing Financial Institutions
By: Palmina Fava, Alan Brudner, and Mor Wetzler

The financial crisis increased regulatory scrutiny both from an investigative and a legislative perspective. The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) are investigating financial institutions for violations of securities laws, the Foreign Corrupt Practices Act (FCPA), anti-money laundering rules, and similar regulations.

More...

Significant Amendments to the Ontario Securities Act Expand the OSC's Powers to Share Information and Prosecute Insider Trading and Fraud-Related Offenses
By: Wendy Berman, Daniel Waldman, and Jonathan Wansbrough

Recent amendments to the Ontario Securities Act ("OSA") significantly enhance the ability of the Ontario Securities Commission (the "OSC") to share information across borders and to prosecute and penalize insider trading and fraud violations. These amendments reflect the Ontario government's ongoing commitment to strengthen enforcement and investor protection.

More...

An Invitation from the Committee on Business Law Education
By: Katherine Koops

It seems as if not a day goes by without a newspaper reporting on the failure of legal education. The profession and the academy have been discussing the need for "practice-ready" graduates for decades, but the "new normal" of law practice has brought a greater urgency to the issues. The Committee on Business Law Education is proposing to undertake two projects that we believe will contribute to a solution. We would like to invite ALL INTERESTED MEMBERS of the Business Law Section to participate. We have tasks both large and small that are critical to these projects success. WE NEED YOUR HELP.

The first project is to develop a comprehensive list of the competencies a novice business lawyer should possess. There have been several attempts to catalogue the core competencies of a lawyer. But few have focused on the particular skills and knowledge required of a recent graduate engaged in a transactional practice. By developing an understanding of what a "practice ready" deal lawyer should be able to do, we can better answer the question of how she might learn how. Our goal is to publish a report that can provide a common starting point for efforts to improve the education of the future generation of transactional lawyers.

The second project starts from a simple premise. The job of teaching young lawyers how to practice will rely in some significant way on the expertise of those who do. The challenge then is how to involve expert practitioners in the educational process. Certainly many members of the Section are already "giving back" to the profession by adjunct teaching, guest lecturing, conducting CLE and associate training and so on. But the need is for more involvement at a time when the pressures to do less are only growing. Leaving the job to law schools and professional development staff will not be the answer. So what is needed is not more time but more productive time. We need better strategies for capturing and sharing expertise. Our second project is to explore a select number of such strategies.

If you are interested in helping the Business Education Committee with these projects, even if only to share an idea, please join us at our Committee Meeting at 10:00 a.m. local time on Sunday, August 11at the Annual Meeting in San Francisco. The meeting will be held at the San Francisco Fairmont Hotel in the Garden Room located on the Lobby Level. If you are unable to attend in person, we encourage you to participate by telephone as follows:

  • Toll-free dial-in number (U.S. and Canada): (866) 646-6488, conference code 4472600718
  • International dial-in number: (707) 287-9583, conference code 4472600718

If you cannot participate in this meeting but would like to be involved, please email either Katherine Koops at katherine.koops@bryancave.com or Karl Okamoto at ko54@drexel.edu.

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