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2005 ABA Annual Meeting
August 5-9, 2005
Chicago, IL
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The following excerpt is taken from Emerging Companies Guide: A
Resource for Professionals and Entrepreneurs by Robert L. Brown and
Alan S. Gutterman, Copyright 2005 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.
For the complete excerpt, click here
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Message from the Chair, Barbara Mendel Mayden
Happy birthday to us! And you probably did not even notice... but this
edition of eSource marks the beginning of our fourth year of
publication. Since its launch, we have published 150 "Practice
Points" and 36 excerpts from the Section's library of publications;
far and away the two most popular features of each monthly issue. Looking
back at these examples of the tremendous effort our committees put into
their educational programming at meetings and developing content for their
newsletters, it is overwhelming to think of the breadth of our Section's
knowledge base and the value that Section membership represents.
Membership in Section committees - the communities that lie at the heart of
all that the Section does and the engine that drives the content you see here
each month - is a free benefit of your Section membership. With
over 80 committees and over 400 subcommittees, there is a community out
there for you. See the Committee Spotlight in this issue to learn more
about the committees featured in this month's issue or go to the Section
website to see all your options. Enrolling in one or several committees
gives you the ability to shape your membership in the Section and guide you
to the resources you are looking for and need. This will be even more the
case with the launch of new Committee E- Newsletters later this
summer.
Each month's Practice Points highlight some of the best CLE offerings
sponsored by the Section. We realize that everyone cannot attend every
meeting if they can attend any at all. That is why we try to bring
directly to your desktop, the best of the best each month. However, when
you are able to attend a program or meeting, your Section membership
qualifies you for free or dramatically reduced CLE.
Each month's book excerpt comes from one of over 100 practice specific
books and tools written by subject-matter experts and published by the
Section. Bestsellers that have been featured in past issues include, The
ABCs of Nonprofits, The Corporate Director's Guidebook, Fourth Edition, The
Practitioner's Guide To The Sarbanes-Oxley Act, and Model Asset
Purchase Agreement with Commentary. Section of Business Law members
enjoy a 20% discount on all Section books through ababooks.org, the
source you trust for practical legal information.
As you consider renewing your ABA and Section membership, I would point to
each month's eSource as a reminder of the tremendous value you
receive for your investment. We look forward to another year of bringing
you the latest in business law practice and making it possible for you to
put the resources of the ABA Section of Business Law to work for you.
Update on Kate Heidt Memorials
In last month's eSource, I brought you the sad news of the untimely
death of Kate Heidt, who was the Chair of the Committee on Business Bankruptcy.
A testamentary trust has been established for the benefit of
Kate's daughter, Valerie. Anyone who wants to donate to Valerie's support
may do so by sending a check to:
Trust Under Will of Kathryn R. Heidt
c/o Adrienne Heidt-Nixdorf, Co-Trustee
492 Weaver Hill Road
Bellefonte, PA 16823
CHICAGO — It's my kind of Meeting!
We are pleased to announce that Kenneth R. Feinberg, Special Master of the
Federal September 11th Victim Compensation Fund, will be the featured
speaker at our Section Lunch at the ABA Annual Meeting, August 5-9, 2005 in
Chicago. The Lunch will take place Monday August 8 at The Drake. Click here
to register for the meeting and reserve your ticket for the
luncheon.
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Barbara Mendel Mayden
Chair, Section of Business Law
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LLCs and LLPs: Recent Cases.
A compendium of recently reported
decisions involving LLCs and LLPs, including cases on pre-formation
transactions, veil-piercing, the fiduciary duties of members and managers,
and bankruptcy.
Securities Law from the Horse's Mouth.
A summary of a Dialogue
with Alan Beller, Director of the SEC Division of Corporation Finance, in
which Mr. Beller expresses his views on the Commission's Securities Act
Reform proposals and other current topics, followed by a summary of a
program on Securities Offerings After Reform, in which a panel including
Mr. Beller, Catherine Dixon (former Chief Counsel of CorpFin) and Michael
McAlevey (former Deputy Director of CorpFin) address more than 30 carefully
structure hypotheticals illustrating the proposed communications rules,
offering mechanics, and liability points.
American Discovery in Foreign Lawsuits.
In its 2004 Intel
decision the Supreme Court may have opened to floodgates to the use of the
United States legal system by parties involved in foreign litigation to
obtain broad discovery not available in the forum jurisdiction. This
article analyzes Intel and the impact it has on lower court
decisions.
How Sarbanes-Oxley has Altered the Practice of Bankruptcy Law.
Reviewing the few reported decisions applying Sarbanes-Oxley, this
article suggests that bankruptcy practice has been altered by SOX by
expanding the scope of nondischargeability actions and slightly modifying
the Bankruptcy Act's distribution scheme.
D&O Insurance May Not Cover Claims Arising out of Environmental Liabilities.
Directors and officers should not take comfort that their
D&O insurance will protect them from, or even provide a defense to,
claims that they have failed to disclose environmental liabilities. This
article discusses the almost universal exclusions in D&O coverage for
environmental risks, and shows how those exclusions may deprive directors
and officers of coverage.
Dean Foods, Customary Practice, and the Duties of a Third Party Opinion Preparer.
The Massachusetts Superior Court decision in
Dean Foods has provoked considerable discussion, including an ALAS
Loss Prevention Hotline Bulletin. Following a brief summary of the opinion,
this article analyzes the decision and its implications, suggesting that it
has been misread by ALAS and other commentators and that it in fact follows
and confirms accepted customary practice as laid out in the 1998 Report of
the TriBar Opinion Committee (53 Bus. Law. 591).
When is a Lease not a Lease?
An overview of the United Air Lines
recharacterization litigations, presented as summaries of the opposing
briefs and of the court's decision on summary judgment, and followed by
summaries of selected significant cases.
The Inevitable Disclosure Doctrine and the Protection of Trade Secrets.
The Uniform Trade Secrets Act provides for injunctive relief
to prevent "threatened misappropriation" of trade secrets, but
courts have traditionally been reluctant to grant such relief. The doctrine
of inevitable disclosure can shift the burden and make injunctive relief
available when a former employee goes to work for a competitor. This
article reviews the requirements for application of this doctrine,
discussing key cases in which it has been applied.
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Committee Spotlight
To learn more about or join the committees that contributed to this month's practice points, just click on the committee name below.
Section members are eligible to join the Section's committees at no
additional cost. Become involved or simply stay in the information
flow. It's FREE!
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