June 2005 - Volume 4 - Number 1
     The monthly electronic newsletter of the ABA Section of Business Law
Business Organization

Corporate Finance

Litigation/ADR

Corporate Counsel

Concentration Spotlight: Environment

Legal Opinions

Commercial Law

Concentration Spotlight: Intellectual Property



Employee Benefits and Compensation Under the New Bankruptcy Act
  JCEB CLE Teleconference
July 12, 2005
Multi-site

For complete program details,
Click Here
To register, call 1-800-285-2221

4th Annual Commercial Law Developments Update
  Teleconference and Live Audio Webcast
July 13, 2005
Multi-site

For complete program details,
Click Here
To register, call 1-800-285-2221

Age Discrimination in Retiree Benefits
  JCEB CLE Teleconference
July 21, 2005
Multi-site

To register, call 1-800-285-2221

Banking Law II
  National Institute
September 29-30, 2005
Chicago, IL
American Bar Association

For complete program details,
Click Here
To register, call 1-800-285-2221



For information on future programs, check out the
Section Meetings Calendar.

For more information on upcoming Committee Meetings contact kielyc@staff.abanet.org.


Save the Date!
2005 ABA Annual Meeting
August 5-9, 2005
Chicago, IL




Emerging Companies Guide: A Resource for Professionals and Entrepreneurs
By Robert L. Brown and Alan S. Gutterman
American Bar Association
Copyright 2005


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.
More

For the complete excerpt, click here

Click Here to Purchase Online




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.


 
 Barbara Mendel Mayden
 Chair, Section of Business Law


Business Organization
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.
More
 
From Pubogram, Vol XXII, No. 2, the newsletter of the Section's Committee on Partnerships and Unincorporated Business Organizations.


Corporate Finance
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.
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From The Securities Reporter, Supplemental Issue, May 2005, the newsletter of the Section's Committee on Federal Regulation of Securities.


Litigation/ADR
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.
More
 
From Network, Vol. 12, Issue 4, the newsletter of the Section's Committee on Business and Corporate Litigation.


Corporate Counsel
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.
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From Corporate Counsel, March 2005, the newsletter of the Section's Committee on Corporate Counsel.


Concentration Spotlight: Environment
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.
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From Environmental and Energy Business Law Reporter, May 2005, the newsletter of the Section's Committee on Environmental, Energy and Natural Resources Law.


Legal Opinions
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).
More
 
From Legal Opinion Newsletter, Vol. 4, No. 2, the newsletter of the Section's Committee on Legal Opinions.

EXTRA: Click here to visit the Section's new Legal Opinion Resource Center


Commercial Law
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.
More
 
From Recharacterization of Leases: United Airlines and Other Recent Decisions, a Committee Forum presented by the Committee on Business Bankruptcy at the Section's 2005 Spring Meeting in Nashville, Tennessee.


Concentration Spotlight: Intellectual Property
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.
More
 
From Protecting Company Trade Secrets, a Committee Forum presented by the Committee on Intellectual Property at the Section's 2005 Spring Meeting in Nashville, Tennessee.



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!




The Section of Business Law of the American Bar Association
  321 N. Clark Street - Chicago, IL 60610 - 312.988.5588
  Section Staff - businesslaw@abanet.org - www.ababusinesslaw.org
  eSource Editor Charlie McCallum - Copyright © 2005

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