Welcome to the third Young Lawyer Forum (“YLF”) newsletter of 2005. It is exciting to see the YLF mature into an active, meaningful and substantive entity of the ABA Section of Business Law (the “Section”). I vividly recall in the Fall of 2003 when Barbara Mayden called to discuss the concept of the YLF. In just over two years, the concept has grown from idea to a vibrant committee that is providing significant benefit to the young lawyers in the Section.

An important step in this progression has been the solidification of the leadership structure for the YLF. The YLF is organized with two Co-Chairs and one Vice-Chair. The concept is for the Vice-Chair to progress into one of the Co-Chair positions. I am currently serving as Co-Chair with Michelle Gallardo. David Gemunder is the YLF Vice-Chair. Following the ABA Annual Meeting in 2006, Michelle and David will lead the YLF as Co-Chairs with Kendall Butterworth moving into the Vice-Chair position. The YLF continues to discuss leadership succession to ensure that active members of the YLF can progress to leadership.

The YLF is structured around five existing Subcommittees. These Subcommittees and their leaders are as follows:

Programming/Institute for the New Business Lawyer - Heather Jefferson/Sherwin Simmons
Social – Steve Mayer/Richtik Sarkar
Pro Bono/Public Service – Kendall Butterworth
Newsletter – Andrea Hartley
Membership – Olekanma Ekekwe

Our Subcommittee Chairs are providing excellent leadership, vision and commitment to the YLF. Feel free to contact them and engage in the active work of these YLF Subcommittees. We have also organized an Executive Council composed of the Section’s Fellows and other members of the YLF who have shown active interest in participating. All members are welcome to join the Executive Council and attend our leadership conference calls and meetings throughout the year.

As we have expressed on numerous occasions, the YLF is our Committee to organize and structure as we determine best provides value to young lawyers in the Section. We have provided substance through newsletters, programming, social and pro bono activities. It seems that once or twice each week Michelle and I are contacted by someone who wants to get actively involved in YLF. We are trying to move people interested in the YLF’s activities into our Subcommittees under the above leadership structure. In addition, the overarching goal of the YLF is to move young lawyers into active participation in the Section’s substantive law Committees. As a result, one idea that I would like to implement is to have the YLF Vice-Chair focus on assimilation efforts to help young lawyers engage in the Section’s active work.

As you can see there is a lot going on with the YLF and a lot yet to do to bring it to full fruition. However, at this point of its life stage, the YLF is thriving. We welcome you to join in these activities and continue building the YLF. Please enjoy this newsletter and let us know if there is anything we can do to help you get more actively involved in the Section. Please contact me (tlupinacci@bakerdonelson.com) or Michelle Gallardo (mgallardo@ford.com) or any of our Subcommittee Chairs with any questions or comments.

Timothy M. Lupinacci
Chair, Young Lawyer Forum
Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
Birmingham, Alabama

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On October 17, 2005, America's bankruptcy laws drastically changed. The changes are the result of the passage of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (the "Act") which overhauls the Bankruptcy Code, 11 U.S.C. §§ 101-1330 (the "Bankruptcy Code"). Although some of the changes became effective upon April 20, 2005, when President Bush signed the Act into law, most of the changes apply to bankruptcy cases and proceedings filed after October 17, 2005.

It is true that most of the changes substantially alter the consumer area of bankruptcy practice. The Act, however, modifies the statutory provisions affecting business bankruptcies as well. Commercial landlords and lenders, trade vendors and other creditors will encounter new issues as a result of the changes. The following is a summary of the most significant changes in regard to reclamation claims, preferences and avoidance actions, the automatic stay, leases of commercial real estate and healthcare.

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One of the goals of the Young Lawyer Forum ("YLF") is to provide opportunities for young lawyers to grow into leadership positions in the Section of Business Law (the "Section"). In an effort to promote the Section’s pathways to leadership, the YLF will highlight young leaders who have risen to leadership positions within the Section. This quarter we highlight Jolene A. Yee, Assistant General Counsel for E. & J. Gallo Winery ("Gallo") in Modesto, California.

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The Young Lawyer Forum Programming Committee has a number of upcoming programs scheduled during the ABA Section of Business Law Spring Meeting in Tampa, Florida. The programming includes:

The 3rd Annual Institute for the Young Business Lawyer

Thursday, April 6, 2006
8:15 am – 4:00 pm
Presented by the Section of Business Law
All day programming featuring substantive CLE topics from banking law to M&A law geared for the young lawyer. The afternoon session provides professionalism and ethics CLE. The program is followed by networking opportunities to meet other young lawyers and leaders of the Business Law Section. For more information please visit www.abanet.org/buslaw/ybl.

Friday, April 7, 2006
3:00 pm – 5:00 pm
Presented by the Women's Business Law Network
View from the Bench and Jury Box – a Female Perspective
A reception celebrating women judiciary will immediately follow the program.

Saturday, April 8, 2006
10:00 am – 12 noon
Presented by the Young Lawyer Forum
Hot Topics in Business Law for Young Lawyers – An overview from the Transactional, Litigation and Ethical Perspectives
Hear from the young lawyers who are addressing the latest cutting edge issues in business law. This program will have something for everyone, regardless of practice area or years in practice!

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Introduction to Consumer Financial Services Committee - The Committee on Consumer Financial Services includes lawyers whose practices are primarily or partly concentrated in consumer financial services regulation. Most members represent financial services providers, although some represent consumers or their interests, whether in private practice or as public service lawyers, and others are government attorneys or law professors. The Committee focuses on new developments in consumer financial services law in such areas as truth in lending and consumer disclosure; financial privacy, credit reporting, information security, and identity theft; federal preemption of state and local laws; electronic delivery of consumer financial services (e.g., via stored value cards or the internet); credit discrimination and access to such services; consumer financial services litigation and arbitration; residential real estate secured lending (e.g., real estate settlement procedures); personal property (e.g., motor vehicle) secured financing and leasing; and debt collection and consumer bankruptcy. The Committee has a friendly, open atmosphere and encourages active participation by all members, new or existing.
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The practice of law may be full of hide-bound tradition, but that is no excuse for those who want to find ways to coordinate their legal talents and practices with their own love of technology and electronic commerce. “Cyberlaw” is one term to describe an evolving type of practice that is involved with front-page issues such as internet governance, consumer data security and the policy debates over intellectual property laws. The Business Law Section’s Committee on Cyberspace Law is the ABA’s home for Cyberlawyers. Our placement in the Business Law Section is intentional. Cyberlaw practitioners do not identify primarily as technologists and do not fall into traditional categories of intellectual property law – we are business lawyers, transactional and litigation, who deal with technology and its implications as a matter of business. Our Committee cordially invites YLF members to consider joining with us in these endeavors.

The Committee on Cyberspace Law provides a forum for analysis of corporate, transactional and regulatory issues related to the internet and digital technologies. The Committee works over a wide range of legal disciplines including electronic commerce, communications, contracts, consumer protection, intellectual property, cybersecurity and privacy, jurisdiction, internet governance, electronic assets and online financial activities. The Committee seeks to identify and address legal, business and consumer issues affected by the implementation of emerging technologies and to facilitate the creation of legal infrastructures that protect and support electronic commerce. The Committee provides practical tools and guidance for both practitioners who regularly deal with Cyberlaw issues and for those who encounter them only occasionally.

Our members represent many types of lawyers, with no one constituency overwhelming the others. We have private practitioners, big firms and small to solos. We have government attorneys, academics, new lawyers and retirees. We have those who are clearly in the ‘strong IP law’ camp, and those who take opposing positions. We have lawyers regularly participating from the U.S., Canada, Europe and the Pacific Rim. What we all share is an interest in how technology gets used, licensed, purchased, regulated and viewed as part of today’s legal systems, as well as a belief that lawyers have an important part in how the world wrestles with the issues that come out of the technology.

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The Partnerships and Unincorporated Business Organizations committee, otherwise known as the "PUBO" committee, gathered in Washington, DC for its Fall meeting. The PUBO committee is working on a number of drafting projects that may be of interest to young lawyers. These drafting projects give young lawyers the ability to participate in a model agreement that will ultimately be published by the ABA Section of Business Law. The young lawyer will not only get credit for participating in authoring the agreement, but will also gain advice and insight from experienced practitioners as to how these agreements are used in the day-to-day practice.

The drafting projects include:

Model Limited Liability Company Act
Model Multi-Member Real Estate LLC Agreement
Model Single Member LLC Operating Agreement
Model Venture Capital LLC Operating Agreement
Model Due Diligence Checklist
Model LLC Interest Redemption Agreement

The PUBO committee has a number of subcommittees that are open to new members, including subcommittees on LLCs, Limited Partnerships, General Partnerships and Business Trusts.

Finally, please join the PUBO committee as it presents "The Alphabet Soup of the Unincorporated Business Organizations – The ABCs of LPs, LLPs, LLLPs and LLCs" during the 3rd Annual Institute for the Young Business Lawyer, Tampa, Florida. The program is part of an all-day program for young lawyers. The PUBO program is scheduled for Thursday, April 1, 2006, 11:30 am – 1:00 pm.

If you are interested in getting involved with any of the following drafting projects or learning more about the subcommittees, please contact Heather Jefferson at hjefferson@delawarecounselgroup.com or Sherwin Simmons at ssimmons@shtaxlaw.com. Heather and Sherwin are young lawyers who are active in the PUBO committee and each is currently serving as an appointed Fellow of the Section.

The Pro Bono Committee, the Business and Corporate Litigation Committee's Subcommittee on Pro Bono and Public Service and the Young Lawyer Forum again will co-sponsor a public service project during the Section's 2006 Spring Meeting in Tampa, Florida. The goal of this year's project is to focus attention on the damaging effects of domestic violence by providing volunteers the opportunity to entertain and interact with displaced parents and children at The Spring of Tampa Bay, a local domestic violence shelter.

The Spring of Tampa Bay is a nonprofit organization that has been working for over 25 years to improve the lives of families affected by domestic violence, both through community education and outreach as well as through shelter services offering family members the chance for a better future. At any given time, children occupy approximately two-thirds of the available beds at the shelter. Section members attending the 2006 Spring Meeting in Tampa will have the opportunity to volunteer at a field-day-style event organized for children temporarily living at the shelter, including serving lunch, coordinating games and outdoor activities, and handing out prizes. The event is sure to be as exciting and uplifting for Section volunteers as it is for The Spring's clients. Transportation will be provided from the hotels where the Section's meetings will be held. The event is currently scheduled for Saturday, April 8, 2006 from 12:00 p.m. to 2:00 p.m. Please plan to attend this fun and worthwhile event. For more details or to volunteer in advance, please email Mac McCoy at mmccoy@carltonfields.com.

Committee Mission Statement

The objective of the Committee on Small Business is to guide US and international corporate and transactional lawyers who counsel clients ranging from closely-held entities to smaller public companies on the myriad of business “life cycle” issues they confront in their practices. These life cycle issues include (i) entity organization and owner agreements; (ii) capital formation, financing and strategic partnering; (iii) employment and compensation matters; (iv) intellectual property protection; (v) corporate governance; (vi) securities law compliance; and (vii) business combinations, restructurings, and breakups. The Committee maintains three substantive Subcommittees focusing on Closely Held Business Entities, Emerging Companies and Securities Regulation. The Committee has long been an advocate before the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies of reforms to address the special problems in capital formation confronted by small businesses, including smaller public companies. The annual Government-Business Forum on Small Business Capital Formation, sponsored by the SEC, is one result of past Committee initiatives and was a leading force in the SEC’s adoption of Regulation D. A present Committee initiative, through the Private Placement Broker Dealer Task Force, advocates a simplified registration system for “finders” of financing for early stage companies.

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The ABA Committee on State Regulation of Securities would welcome members of the Young Lawyers Forum to join our Committee and encourage them to become active participants.

The Committee, as a whole and through its individual members, monitors and comments on changes in state regulatory policy, both uniform policies proposed by the North American Securities Administrators Association (NASAA) and individual state policies. Through our periodic meetings, reports from state liaisons contained in our meeting books, newsletters and listserv postings, we disseminate timely information to Committee members on changes in state securities laws, Canadian provincial securities laws and federal securities laws that impact state law, and on developments in civil, criminal and administrative enforcement proceedings under state securities laws. We also work with other Business Law Section Committees as necessary to respond to and comment on SEC initiatives and proposals that impact state securities regulation. We are working now with several other Business Law Section Committees to cosponsor timely programs for the next Spring and Annual Meetings of the ABA Business Law Section.

The Committee provides lawyers with a great opportunity to meet Blue Sky lawyers from Maine to the Virgin Islands, from New York to California, and is a helpful resource for Blue Sky law and “lore.” We meet three times a year. The next meetings are scheduled to be held on April 8, 2006 in conjunction with the Spring ABA Business Law Section Meeting in Tampa, Florida, at the Annual ABA Meeting in Honolulu, Hawaii, August 3-9, 2006, and, our best attended meeting in conjunction with the Annual Meeting of the NASAA attended also by many of the state securities administrators we deal with in our law practice, in San Diego, California September 17-20, 2006.

If you have expertise or interest in any particular aspect of Blue Sky law (be it regulatory compliance or enforcement), we would urge you to join our Committee and one or more of our subcommittees. If you have ideas to invigorate our work, information that you would like to share with our members, or issues or questions that you feel the Committee might address, we would be delighted to know about it. We invite you to write a short article for our newsletter, The Blue Sky Bugle. If you have friends or colleagues whose work involves blue sky law (including litigators concerned with enforcement activities), urge them to join the Committee to share our knowledge and contribute their own. Any member of the ABA Business Law Section can easily join for no additional cost on line from www.abanet.org/buslaw.

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The Section of Business Law is proud to present the third-annual Institute for the Young Business Lawyer in Tampa! This all-day institute will provide a setting in which the young business lawyer can obtain quality, introductory CLE at an affordable price, as well as be introduced to the many benefits of participating in the ABA and the Section of Business Law. The Institute for the Young Business Lawyer will take place at the Tampa Marriott Waterside Hotel on Thursday, April 6, 2006.

The following programs will be presented:

• Banking Law 101—A Survey Course for New Lawyers.
• Nuts and Bolts of Mergers and Acquisitions.
• Understanding and Documenting Commercial Loans—A Beginner's Guide.
• The Five Hottest Topics in Employment Law—What Every Young Lawyer Should Know.
• The Alphabet Soup of the Unincorporated Business Organizations—The ABCs of LPs, LLPs , LLLPs, and LLCs.
• Ethical Issues Facing the Young Business Lawyer.
• Almost Everything you Want to Know About the Business Provisions Under the New Bankruptcy Act.

http://www.abanet.org/buslaw/ybl/nosearch/

With the beautiful coastal city of Tampa as its host, the Section's Spring Meeting will be held this year from April 6 through April 9, 2006. The Section will present 60+ CLE programs and 200 committee and subcommittee meetings over four days making the Spring Meeting the pre-eminent source of information for lawyers seeking the latest developments in business law. Along with an exciting array of prescient programs, you will enjoy an abundance of networking opportunities, exciting social events and top-notch activities!

http://www.abanet.org/buslaw/2006spring/

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