Business Law Today: A year in the Section

ABA Section of Business Law
Business Law Today
September/October 1998

A year in the Section

By SUE DALY

Daly is member services and marketing manager for the Section.

This year the Section celebrated its 60th birthday. Since its inception, the Section and its members have been at the cutting edge of knowing the law, teaching the law to others and working to improve the law. As a member of this Section, you count on receiving the most comprehensive and timely information in business law. Through the Section's publications, committees and CLE programs you get access to the latest trends, regulations and cases in business law. Our goal is to serve the public, the profession and other Section members. We strive to ensure that you, our Section member, serves clients competently, efficiently, cost-effectively, ethically and professionally.

More than 50,000 business lawyers benefit from the diverse products and services offered by the Section. The membership consists primarily of lawyers in private practice - approximately 70 percent - and the remainder are corporate counsel, academics, government lawyers or judges. The Section strives to meet the needs of our members through our publishing program, our CLE programs, our Web site and our committees.

Publishing

The Business Lawyer, the Section's scholarly journal, continues to provide articles of interest to the business lawyer. This year, the journal featured a report on changes in the Model Business Corporation Act, a comprehensive survey on cyberspace law and a symposium on the future of limited liability companies. Its companion, Business Law Today, the Section news magazine, featured mini-theme issues on bankruptcy, delivery of legal services, class actions and the Millennium Bug. The magazine continues to report on fast-breaking developments of vital interest to the business world.

In addition to these premier publications, the Section continues to publish outstanding single title works through its Publications Committee. The committee, chaired by Linda Hayman, anticipates another record-breaking year in sales of single-title publications. This year also marks the first year the Business Law Section has the largest revenue-producing publishing program at the ABA. The following books, of great interest to our membership, were published in the last year: The Portable Bankruptcy Code and Rules, 1998 Edition; Model Business Corporation Act; MBCAA, 1997 Supplement; Financial Statement Analysis and Business Valuation for the Practical Lawyer; The Collected TriBar Legal Opinion Reports 1979-1998; and SEC Registration of Public Offerings Under the Securities Act of 1933.

Programming

In keeping with the Section's mission to educate its members, this past year the Section offered more than 120 CLE sessions at the Section Spring Meeting and the ABA Annual Meeting, convened more than 20 independent committee meetings, and sponsored or cosponsored two teleconferences, four satellite seminars and 14 National Institutes. The Institutes and Seminars Committee continues to present CLE programs of current interest to the members of the Section, especially those who do not attend Annual and Section meetings. In addition to the traditional live seminar, the committee has sought to use a wide variety of delivery systems, including teleconferences, programs based on articles in Business Law Today, satellite programs, brown bag lunches and videotapes.

In April, the Section's 23rd Spring Meeting attracted 1,570 attendees to St. Louis. Of the registrants, more than 300 were attending our Spring Meeting for the first time. More than 50 CLE programs and 200 committee and subcommittee meetings were held over this four-day event. For the first time, the Section cosponsored the Annual Corporate Counsel Institute with the St. Louis ACCA Chapter and the Bar Association of Metropolitan St. Louis (17th Annual for St. Louis). Approximately 125 members of the St. Louis Corporate Bar attended Section activities at the Spring Meeting.

In June, in conjunction with the American Corporate Counsel Association and the ABA Center for CLE, the Section sponsored an ABA Presidential Showcase Program, "Working together: An interactive dialogue for partnering, technology and communication." This program offered the 150 participants the unique opportunity for inside and outside counsel to discuss the delivery of cost-effective legal services to the corporate client.

In August, approximately 1,200 Section members attended Section events at the Toronto Annual Meeting. Members had the opportunity to attend more than 60 Section-sponsored CLE programs and more than 200 committee and subcommittee meetings held over this four-day event.

Technology

The Section's Web site provides a valuable, centralized resource that provides the information you seek any time ... day or night. Designed to provide you, the business lawyer, with information relevant to your practice, the Section's Web site is doing just that. This year, the site has been one of the three most frequently visited Web sites on the ABANetwork and features the latest substantive reports in business law, up-to-date information on Section news and activities, links to other sites of interest and the latest in committee developments.

This year the Section has made great strides in embracing technology. All committees now have their own home pages that provide information on particular substantive areas of practice, including just-released reports on the latest topics in business law. Business Law Today now appears in full text on the Web site and the full text of articles from the last 15 years of The Business Lawyer is available now on CD-ROM.

Committee reports

As a Section member, the chance to participate in committees and subcommittees is yours - at no additional cost. Your membership offers you the opportunity to participate in more than 400 groups that focus on every practice area in business law, from the basic to the very sophisticated. Committee participation enables you to receive timely information on changes affecting your practice.

Here is a sampling of some of the many activities of Section committees this year:

Business Bankruptcy

Actively took part in the meetings of the National Bankruptcy Review Commission including participating in working group meetings and attending formal meetings of the commission.
Following the National Bankruptcy Review Commission's report to Congress, members of the committee participated in the legislative process by meeting with staffers to provide background on bankruptcy legislation and by testifying before the House Judiciary Subcommittee proposing bankruptcy legislation.
Requested ABA support for taking a position on bankruptcy tax issues and communicated the final report to Congress.

Business & Corporate Litigation

Sponsored a total of eight formal programs and co-sponsored several others at the Spring and Annual Meetings.
Sponsored a committee meeting in New York City.
Organized a Task Force on Litigation Reform and Rules Revisions.
Published a committee newsletter - Network.

Business Law Education

Cosponsored a program at the Spring Meeting on "Teaching professional responsibility in a transactional setting," which focused on conflicts of interest in a business transaction setting.
Cosponsored a program on "Training lawyers to draft contracts, memos and letters from a business perspective," which featured three nationally known experts in the field of drafting.

Consumer Financial Services

Discussed legal issues arising in the marketing, providing and servicing of various consumer financial services, such as deposits, loans, insurance and investment products.
Monitored current developments in consumer financial services law and policy.
Sponsored a program at the Spring Meeting on "What business lawyers need to know about the Fair Credit Reporting Act" and co-sponsored with the Banking Law Commit-tee a program, "Consumers in debt: The personal bankruptcy crisis."
Prepared a comment letter to the Federal Reserve Board in May on proposed amendments to federal regulations that would facilitate the electronic delivery of required consumer disclosures.
Sponsored one program in Toronto on "Get thrifty: Using a federal savings bank charter to offer consumer financial products" and another on "Canadian consumer credit law - the issues and the answers."

Committee on Corporate Laws

Published in The Business Lawyer the new amendments to the Model Business Corporation Act Annotated, governing the standards of conduct and liability of directors.
Presented a panel discussion of those proposals at the Spring Meeting.
Published the Model Business Corporation Act Annotated.
Published a 1998 supplement by the new Reporter, committee member Professor Michael P. Dooley.

Committee on Counsel Responsibility

Sponsored a program in San Francisco on a mock appeal to a federal circuit court from an SEC decision on the standards for lawyers' culpability, involving issues of futures and banking law as well as securities law.
At the Spring Meeting, sponsored a discussion of the desirability of a separately organized bar for lawyers practicing before federal administrative agencies.

Cyberspace Law

Initiated the unanimous passage of a recommendation by the House of Delegates on the importance of the law of electronic commerce, and the role of the private sector in providing leadership.
Drafted additional language to be included in the proposed revision of Article 9 of the Uniform Commercial Code allowing for "electronic chattel paper" and its possession and perfection by electronic means.
Completed a model Web-development agreement, with commentary.
Produced the "Terms of reference for the international jurisdiction project" and secured seed funding for its administration from the Section.
Established a new Subcommittee on the Corporate Aspects of Information Technology, and also launched the Joint Subcommittee on Electronic Financial Services.
Developed and launched a comprehensive Web site on electronic financial services and an interactive Web site for providing comments on the Uniform Electronic Transactions Act.

Diversity

Established an annual scholarship program to assist the fellows of the ABA Council on Legal Education Opportunity in their completion of law school and to encourage participation of women and minorities in Section activities.
Developed a report card that requires individual Section committees to report on the gender and race of its leadership, program chairs and panelists as well as contributing authors.
Drafting a diversity plan for the Section to adopt to encourage the active recruitment of minority, women and younger lawyers.
Created a Subcommittee on Mentoring to develop a mentor program for minority, women and younger lawyers who are interested in becoming active in the Section.
Developed an interactive program that includes both List Serve and Internet technology, including areas for bulletin boards, searchable databases, links to other areas and information on committee membership.

Federal Regulation of Securities

Assisted the SEC to promulgate rules to implement an amendment to the Investment Company Act that creates a new category of private investment company for wealthy investors - the so-called 3(c)(7) fund.
Commented on a major SEC "concept" release concerning the future regulation of electronic communication networks - automated trading systems that compete with securities exchanges.
Commented on an important SEC rule-making initiative involving the process of dealing with shareholder proposals. Held a "roundtable" with the SEC senior staff and several commissioners to discuss a range of current issues.

Gaming Law

Sponsored a program at the Spring Meeting on the 1998 developments in the gaming industry such as Internet gaming, the mergers and acquisitions outlook and the new role of REITs as investors.

Lawyer Business Ethics

Sponsored a program at the 1997 Annual Meeting on "Lawyers serving as directors of their clients."
Sponsored a program at the 1998 Spring Meeting on "Business and ethical implications of alternative billing practices."
Prepared a report on alternative billing practices to be published in The Business Lawyer.
Drafted a report on e-mail privacy in lawyer-client communications.

Legal Opinions

Prepared and discussed a document entitled "Legal Opinion Principles" intended as a companion to the "Legal Opinion Accord," which states succinctly what custom and practice tells us is the consensus for the giving and receiving of third-party legal opinions.
Formed a subcommittee to work with the Committee on Law and Accounting, the Auditing Standards Board and the American Institute of Certified Public Accountants in formulating a uniform understanding for use by accountants of legal opinions on the transfer of assets in the accountants' preparation of financial statements of clients.

Nonprofit Corporations

Sponsored four programs, two committee forums and co-sponsored two educational programs at the Spring and Annual meetings.
Sponsored a Satellite Seminar on "2nd annual critical legal and tax issues for nonprofits: A comprehensive update for volunteers and managers of nonprofit organizations and their advisers."
Revising the Guidebook for Nonprofit Directors and the Revised Model Nonprofit Corporations Act (due to the recent redrafting of the RMNCA).
Submitted draft criteria for the Nonprofit Lawyers Awards.

Uniform Commercial Code

Participated in the drafting committees working to create revised Official Texts for Article 1, Article 2, Article 2A, Article 2B and Article 9 of the UCC.
Worked with the National Conference of Commissioners on Uniform State Laws and the American Law Institute to accomplish the uniform enactment of the revised Official Texts of Articles 3, 4A, 5, 6 and 8 nationwide and participated in advance planning for uniform enactment of proposed official text of Article 9.
Published The Commercial Law Newsletter (in conjunction with the Commercial Financial Services Committee) and distributed it to all committee members.
Continued its work with a number of international law organizations with an aim to promoting uniform commercial laws internationally.
Committee members wrote the following BLS books published by the ABA: The Portable UCC; ABCs of the UCC: Article 1; ABCs of the UCC: Article 2A; ABCs of the UCC: Articles 3 and 4; ABCs of the UCC: Article 4A; ABCs of the UCC: Article 8.
Worked with the U.S. Treasury on reviewing revised Articles 8 and 9 enactments by various states to determine whether state law enactments met the requirement of substantial uniformity set forth in the TRADES regulations.
Advised the NCCUSL drafting committees on the Consumer Leases Act and, through a special Business Law Section task force, the Electronic Transactions Act.
Prepared the annual UCC survey in The Business Lawyer.
Developed a model form of control agreement suitable for use under the revised official texts of Articles 8 and 9.
Developed a Model Positive Pay Services Agreement and Commentary.
Issued a report published in The Business Lawyer analyzing commercial law issues relating to stored-value cards and electronic money.
Assisted in the development of a draft set of international standby practices for cross- border standby letters of credit.
Established e-mail List Serves for several subcommittees to keep subcommittee members informed of recent developments. Sponsored two programs at the 1997 Annual Meeting and two programs at the 1998 ABA Spring Meeting.

Ad Hoc Committee on Technical Assistance to Emerging Technologies

The Section sent two commercial law experts as part of an ABA Delegation to four African countries: Tanzania, Uganda, Malawi and Zambia to conduct a needs-assessment tour and to help design a program to assist in the creation, development and understanding of a commercial law infrastructure.
Assisted other ABA entities with the implementation of an intensive month-long training session on substantive commercial law and alternative dispute resolution methods. The program was designed for a 12-person delegation consisting of judges, private lawyers and government lawyers from the above-mentioned African countries.
Three Section members served as part of an ABA Delegation to Beijing to discuss possible areas of legal cooperation between the All China Lawyers Association and the ABA.

Liaison to the ABA Standing Committee on Specialization

Exploring whether there would be any advantages to Section members if the ABA certified business lawyers in certain specialities since only a few states have certification programs.

These are just a few of the highlights from the past year. The Section has more than 400 committees and subcommittees designed to keep you abreast of the trends and developments in your specialty area. Committees are continually sponsoring information-packed CLE programs, drafting model acts, reviewing proposed legislation and writing reports, articles and books.

Getting involved in committee activities will enhance your practice and expand your network of professional colleagues and contacts. If you would like to be appointed to a specific committee, please call the Section Office at 312/988-5588 or send an e-mail to businesslaw@abanet.org.

We would like to hear your thoughts on what we can do to better serve you - and the profession. Please call the Business Law Section at 312/988-6244 or e-mail suedaly@staff.abanet.org. Thank you for your continued support.