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July 2009 - Volume 7 - Number 9 |
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Message from the Chair, Karl J. Ege
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,
Karl J. Ege Chair, ABA Business Law Section |
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Practice PointsNote from the EditoreSource 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. · · · · ·
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.
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.
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.
Web Store Featured Product:
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.
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.
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.
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.
Ethics CornerA 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.
Committee SpotlightTo learn more about or join the committees that contributed to this month's practice points, just click on the committee name below.Section NewsCorporate 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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