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TELECONFERENCE and LIVE AUDIO WEBCAST
March 8, 2005
1:00 - 2:30 p.m. EST
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TELECONFERENCE and LIVE AUDIO WEBCAST
March 15, 2005
1:00 - 2:30 p.m. EST
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TELECONFERENCE and LIVE AUDIO WEBCAST
March 22, 2005
1:00 - 2:30 p.m. EST
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TELECONFERENCE and LIVE AUDIO WEBCAST
March 29, 2005
1:00 - 2:30 p.m. EST
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March 31 - April 3
Renaissance Nashville
Nashville, TN
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June 23 - 24
Seattle Sheraton Hotel & Towers
Seattle, WA
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2005 ABA Annual Meeting -- August 5-9
Chicago, IL
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Responsibilities and Duties of Fund Directors under State
Law
The following excerpt is taken from Fund Director's Guidebook, Second
Edition by the Federal Regulation of Securities Committee. Copyright
2003 by the American Bar Association. Reprinted here with permission.
The material contained herein represents the opinions of the authors and
editors and should not be construed to be the action of either the
American Bar Association or the Section of Business Law unless adopted
pursuant to the bylaws of the Association. Nothing contained herein is
to be considered as the rendering of legal advice for specific cases,
and readers are responsible for obtaining such advice from their own
legal counsel. To request reprint permission, contact the Manager,
Copyrights and Licensing, at (312) 988-6102.
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Message from the Chair, Barbara Mendel Mayden
In our professional and personal lives, we all seek a sense of
community. Community brings us together to grow and flourish with those
that share some aspect of our own personal experience. Our Section's
sense of community has long been one of its greatest assets, due in
large part to the communities represented in our 500+ Committees and
Subcommittees.
All Section members should have recently received the latest edition of
the Section's Committee Prospectus. This publication lists all
Section Committees and provides a brief overview of the subject area
addressed by each group. Serving as much more than traditional,
structural committees, the Section's Committees are true communities.
Committees draw their members together by providing listserves,
newsletters, and CLE through meetings and teleconferences. I would
encourage you to review the Prospectus and find the
"committee communities" that touch on your interests and areas
of practice.
It has never been easier take advantage of one of the most significant
benefits of Section membership by joining a Committee through the
Section's website. There is no additional charge to join a Committee and
you may join as many Committees as you have needs or interest. The
12,000 Section Committee members are ready to welcome you into their
communities...take a moment to join them today.
Countdown to Nashville
Only four short weeks remain until the Section Spring Meeting, March
31-April 3 in Nashville. If you're not ready to join a Committee now,
take a look at the Meeting Schedule and find the programs and meetings
sponsored by your Committees of interest. It's a great way to get to
know the community before moving in. For more of our Host Committee
tips on why you should come and what you should do, click here.
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Barbara Mendel Mayden
Chair, Section of Business Law
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These materials, prepared by the Section's Ad Hoc Committee on Audit
Responses, include information related to lawyers responding to
auditor's requests for information and the attorney client privilege and
work product doctrine. Included on the current version of the
Auditor's Letter Handbook, a report on issues raised in the
Committee's list serve, a memo on the current status of the attorney
client privilege and work product doctrine and a white paper concerning
the privilege in the context of audits. Additional materials on these
and related issues can be found on the web site of the ABA Task Force on
Attorney Client Privilege.
An article in the Legal Opinion Newsletter highlights the conclusion of
the TriBar Opinion Committee's 1998 Third Party Closing Opinion Report
that the opinion giver is not addressing the internal rules of the
organization conducting the arbitration. The importance of the TriBar
conclusion regarding arbitration is discussed in the context of the
recent California case of Azteca Construction, Inc v ADR Consulting,
Inc. in which the court addressed a contract containing a provision that
the parties agreed to arbitrate under the rules of the AAA.
Unfortunately the AAA rules contravened a non-waivable California
statute regarding the disqualification of arbitrators.
Congress and federal regulatory entities have a growing impact on issues
of corporate governance that were, in the view of many, traditionally
left to state law. Likewise, state regulators are increasingly active.
Against this backdrop, state and federal courts are trying to be
faithful to common law standards. What are directors, officers,
shareholders, and others to do? At the Fall CLE Meeting of the Section,
distinguished panelists discussed these ever-unfolding developments and
their practical impact. The materials from the program include a
compilation of materials on federalism and corporate law.
A secured party's collateral can evaporate under the secured party's
eyes when the collateral changes form. Inventory can become accounts.
General intangibles can become investment property. An investment in
XYZ, Inc., a California Corporation, could turn into an investment in
the ABC LLC, a Delaware LLC. These transformations can result in the
loss of collateral, loss of perfection of a security interest, and loss
of the priority of a security interest. These materials explain the
risks and how a secured party can plan to avoid or limit the
risk
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The Section of Business Law has a strong, substantial and long standing
commitment to pro bono and public service. The members of our Section
acknowledge and embrace their professional responsibility to equal
access to justice, and embody their responsibility by providing pro bono
and public service in their communities. The Section assists the members
in fulfilling their responsibilities by creating and nurturing pro bono
and public service projects that utilize and leverage our members'
unique skill sets. The Section's Pro Bono Committee facilitates the
implementation of the Section's pro bono goals. The Committee helps
develop and support model business pro bono projects and seeks Business
Law Section members to participate in planning and implementation of
such pro bono activities. To promote pro bono opportunities for business
lawyers, the Committee sponsors A Business Commitment, the ABC Project.
The ABC Project has a double mission:
- To provide business lawyers with opportunities to make pro bono
contributions by volunteering their special skills.
- To provide legal expertise to community-based groups that cannot
afford to hire a lawyer.
To learn more about the ABC Project click here.
To promote the development of local and state based Business Law Pro
Bono projects, ABC published a "How To" manual, The ABC
Manual: Starting and Operating a Business Law Pro Bono Project
To help locate entities that either support the growth and development
of business law pro bono projects; provide technical assistance to
enable the development of local projects; or provide direct business law
pro bono services, ABC has developed a Pro Bono Online Searchable
Support Directory.
To assist in the administrative development of Business Law Pro Bono
projects, ABC has created a Pro Bono Online Searchable Toolbox of
Sample Operating Forms.
To learn more about the work of the Committee on Pro Bono,
click here
To join the Committee on Pro Bono,
click here.
Section members are eligible to join the Section's
committees at no additional cost. Become involved or simply
stay in the information flow.
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This year, Nashville will host the Section's Spring Meeting, March
31-April 3, 2005. This four-day event provides you with the chance to
attend your choice of 60+ CLE programs and over 200 committee and
subcommittee meetings covering the latest developments in business law.
In addition to an outstanding and educational experience, enjoy
networking opportunities, distinguished speakers, exciting social events
and top-notch activities! For meeting details, current event schedules
and to register
visit the Spring Meeting web site..
Applications for the 2005-2007 class of Business Law Fellows and
Business Law Ambassadors are now being accepted. The Business Law
Fellows and Ambassadors Programs represent the Section's commitment to
expanding the participation of younger lawyers and lawyers of color in
the substantive work of the Section. For both programs, the Section
commits financial resources and provides opportunities for these groups
to become active in Section committees. In return, the Fellows and
Ambassadors agree to become involved in the work of the Section and
identify substantive areas of common interest between the Section and
their respective minority groups. For more information and an
application, please
visit the Section's web site.
A new subcommittee on cross border legal opinions has been created to
provide a forum for discussion on issues that arise in rendering and
receiving opinions in cross-border transactions, such as understanding
the differences in customary practice in the United States and other
jurisdictions, and how both the opining and receiving lawyers need to
communicate limitations on the meaning of customary practice in
different jurisdictions. Visit the Legal Opinions Committee website for
more information or to join the committee.
The Section of Business along with the Commission on Racial & Ethic
Diversity in the Profession, will present the annual National
Conference for the Minority Lawyer on June 23-24, 2005 in
Seattle, WA.
This two-day session, cosponsored by major minority bar associations,
will include practical training to help you:
- Improve your presentation techniques to promote success
- Facilitate a better understanding of diversity
- Market yourself by building your credentials
- Learn how to successfully transition your career
Offering an impressive array of CLE program topics such as; when, how
and why to start your own business; antitrust fundamentals; advocating
the interests of the minority community in the judicial process; and,
developing effective mentoring skills, this not-to-be-missed program
will appeal to all - but is especially geared to the minority business
lawyer, litigator and government lawyer.
Participants will interact with other minority attorneys and will
include networking receptions, luncheons, and opportunities to share
with, and learn from, the experiences of all in attendance. We
encourage you to register today and enhance the skills you need to
thrive tomorrow!
Unable to attend Section or Committee meetings? Don't worry, Section
members have access to all materials from Section meetings since 1999.
Materials from over 450 Section sponsored CLE programs provide members
with access to the latest developments in the law prepared by the
experts in the field. Be sure to check the site frequently as materials
from Fall Committee meetings are now posted! To access the library,
click here.
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