eSource

July 2009 - Volume 7 - Number 9


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Ethics Corner


A Screw Up....Now What?

Past Issues


Click here to view last month's issue.
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Section-Sponsored Events

Upcoming Meeting
ABA Annual Meeting
July 31-August 3, 2009
Chicago, IL



Save the Date

National Conference for the Minority Lawyer
September 23-25, 2009
Philadelphia, PA


Section Fall Meeting
November 20-21, 2009
Washington, DC



BLT Live
Responsibilities and Duties of Nonprofits: How to Limit Your Liability
August 12, 2009 | 1:00 PM EST
Webcast/Teleconference
Multi-site



CLE Connection
The 8th Annual Commercial Law Developments Update
July 15, 2009 | 1:00-2:00 PM ET
Webcast/Teleconference
Multi-site


The 8th Annual Commercial Law Developments Update
July 16, 2009 | 1:00-2:30 PM ET
Webcast/Teleconference
Multi-site


Caught in the Crossfire: Liability and Ethical Dilemmas for Directors and Advisors of Troubled Companies
July 23, 2009 | 1:00-2:30 PM ET
Webcast/Teleconference
Multi-site


The Financial Meltdown and Its Aftermath: What's a Lawyer to Do?
July 31, 2009 | 4:45-6:15 PM ET
Webcast/Teleconference
Multi-site


The 12th Annual National Institute on the Banking Law Basics
October 21-23, 2009
National Institute
Boston, Massachusetts


The Third Annual National Institute on the Investment Management Basics
October 28-30, 2009
National Institute
Boston, Massachusetts



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

For more information on upcoming Committee Meetings contact ruppr@staff.abanet.org.
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Book Excerpt

Save 20% on all Business Law Titles through July 24, 2009
Click here!

Reference source code: PAB8MPUB1234
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Message from the Chair, Karl J. Ege

Message from the Chair Eleven months ago the ABA Business Law Section sensed the gathering storm of the economic crisis and created a Study Group on Financial Services Reform, co-chaired by Giovanni Prezioso of Cleary Gottlieb, former General Counsel of the SEC, and Bill Kroener of Sullivan & Cromwell, former General Counsel of the FDIC. Two months later, the ABA Board of Governors, upon the recommendation of ABA President Tommy Wells, elevated the Section's Study Group to an ABA Task Force. Since then, the ABA Task Force on Financial Markets Regulatory Reform has been meeting regularly to analyze regulatory reform proposals and to provide sage guidance to policy makers who are addressing the current global economic crisis. The Task Force will be focusing its efforts on the Obama Administration's long-awaited financial regulatory reform proposal "Financial Regulatory Reform - A New Foundation: Rebuilding Financial Supervision and Regulation" that was released by the Treasury Department on June 15 ( to access the report click here) and will continue its work in the coming months, providing the Association with an experienced voice in this most important process. For those of us counseling businesses, this has been a very challenging year. Not only have our clients been dramatically affected by the global financial crisis, our practices have also changed dramatically, from one focused on financing and acquiring for growth to one focused on restructuring and retrenchment. Throughout this dynamic and unprecedented period, the Business Law Section has endeavored to remain relevant as our practices have changed to adapt to our client's new demands.

The strength of our Section is measured by the commitment of its more than 60,000 members, who reflect a wide range of legal practices, from lawyers practicing at large global law firms to those at mid-size regional firms, from lawyers in small local partnerships to those who are solo practitioners, from in-house corporate counsel to academics, government lawyers, members of the judiciary, and law students. We are diverse in every sense of the word. I am particularly impressed by the number of law firms that have a significant proportion of their lawyers who are Section members. The following 10 firms collectively represent more than 3000 members of the Business Law Section. In addition, 24 of the Section's leaders are members of these firms. Although we thank each and every law firm, corporation and member that is active in the Section, we are particularly indebted for the support these firms provide.

· Baker Donelson
· Bingham McCutchen LLP
· Bradley Arant Boult Cummings LLP
· Duane Morris LLP
· Foley & Lardner LLP
· Goodwin Procter LLP
· Holland & Knight LLP
· Hunton & Williams LLP
· Sutherland Asbill & Brennan LLP
· Thompson Coburn LLP

I want to again remind you of the wide variety of timely programs the Section will be presenting at the ABA Annual Meeting in Chicago from Friday, July 31st through Monday, August 3rd. The Section will be sponsoring 45 CLE programs at this meeting, with the emphasis remaining on the economic crisis and the challenges the current business environment has created for our clients. In addition to formal CLE programs, most of our committees are planning meetings in Chicago to facilitate their continuing substantive work. For a review of the planned program offerings and committee schedules for the Chicago Annual Meeting, please click here. The Section headquarters at the Annual Meeting and the venue for all of our CLE program and committee meetings will be the Sheraton Chicago Hotel & Towers, across the Chicago River and only a few blocks from the Hyatt Regency Chicago, the ABA Headquarters Hotel. I hope as many of our Section members as possible will be able to attend this very important Annual Meeting.

Once again I encourage you to contact me at kege@perkinscoie.com with suggestions as to how we can continue to make the Business Law Section more relevant to your and your client's needs.
Best wishes, Signature
Karl J. Ege
Chair, ABA Business Law Section

Practice Points

Note from the Editor

eSource is interested in practice pointers that you want to share with the members of the Business Law Section, and so we are expanding the scope of this section of eSource to include member submitted practice pointers. These member submitted practice pointers will be in addition to featuring interesting and timely programs and materials produced by the committees of the Business Law Section. Please send your submissions to the eSource editor via email.
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All submissions must be through email and must include the author's full contact information and affiliations. The eSource editor has sole discretion regarding the decision to publish any member submitted practice pointer. Authors of selected submissions must sign the ABA's standard copyright release prior to publication.


1. Citigroup and Countrywide - Their Expected Effects in the Boardroom and the Courtroom.
This audio conference discusses fiduciary duties and business judgment rule in corporate governance in the context of two companies that suffered serious reverses in the current financial crisis and what the ramifications of these situations might be.
Special Committee Member Webinar held June 16, 2009, hosted by the Investigations and Litigation Subcommittee of the Corporate Governance Committee.
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2. Practical Impacts on M&A of U.S. and International Accounting Principles Convergence - What You Need To Know Now About IFRS and FAS 141 R.
A panel of experienced M&A lawyers and accounting advisers discuss the differences between current US GAAP and International Financial Reporting Standards approaches to common M&A issues, and the impacts of those differences on transaction structures and feasibility, together with the specific new US M&A accounting requirements of FASB 141R.
Presented by the Mergers & Acquisitions Committee at the 2009 Section Spring Meeting.
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  • International M&A Due Diligence
    This new publication is a compilation of responses to a Model Questionnaire that provides the reader with an overview of essential considerations that lawyers need to know in planning and conducting mergers and acquisitions due diligence for 37 countries covered. A copy of the Model Questionnaire is included and can also be used as a helpful guide when embarking on due diligence in a country not covered in this publication.
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3. Global Issues in Risk Management.
This panel discusses whether and to what extent risk management practices in the United States and abroad failed to detect and prevent some of the problems that caused the current economic crisis. The panel also examined changes necessary to manage risk effectively as our economies recover and restructure.
Print Materials (12mb)   |   Audio   |  
Presented by the Corporate Governance Committee at the 2009 Section Spring Meeting.
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4. Report of the Task Force on the Changing Nature of the Relationship between Shareholders and the Board.
At this session, the Task Force presented its white paper dealing with the pressures on the traditional delineation between the roles of shareholders and the board. The panel discussed the pressure exerted on the traditional roles by (among other things), increased shareholder influence and activism, reliance on investment intermediaries and proxy advisors, and shareholder diversity and now, the continuing economic downturn and will release the recommendations of the Task Force.
Presented by the Corporate Governance Committee at the 2009 Section Spring Meeting.
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5. Rethinking the Boilerplate - How the Business Lawyer Should Address Data Issues in Standard Commercial Agreements.
Many "tried and true" boilerplate clauses are no longer adequate to address the important and evolving issue of information and data security. This program helps business lawyers better understand the subject, offer practice tips to improve the dialogue with information security professionals, and suggest updates to standard boilerplates.
Presented by the Corporate Counsel and Cyberspace Law Committees at the 2009 Section Spring Meeting.
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6. Hot Securities Law Issues for Small Business.
The panel provides updates on reverse mergers, SPACs, and other IPO alternatives; the new smaller reporting company regime; and SEC rulemaking in the area of private placements of securities. The discussion also examined how PCAOB developments and XBRL may affect small business issuers.
Presented by the Federal Regulation of Securities, Middle Market and Small Business and State Regulation of Securities Committees at the 2009 Section Spring Meeting.
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Ethics Corner

A Screw Up....Now What?
Eighteen months ago you represented the borrower in a loan transaction. Your client is now in deep trouble and may be headed for bankruptcy court. One of the bankruptcy lawyers in the firm, while reviewing the loan transaction, notices that the remedies opinion in your closing opinion did not contain a critical provision dealing with bankruptcy.
Presented by the Committee on Professional Responsibility, William Freivogel, Chair.

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!

Section News

Corporate Laws Committee Takes Steps to Provide for Shareholder Access to the Nomination Process.
The Corporate Laws Committee of the American Bar Association Business Law Section approved proposed amendments to the Model Business Corporation Act regarding proxy access for director nominations and reasonable reimbursement for shareholder expenses incurred in proxy contests for director elections. Read the full release on the amendment process here.
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For more news and updates visit the Section's newsletter index.
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