ABA Section of Business Law
Business Law Today
Volume 6 Number 3
January/February 1997 Issue
MALPRACTICE ALERT: NO CONFLICT, BUT A CONFLICT OF INTEREST
By Steven Lubet
It may seem easy for a lawyer to avoid conflicts between clients in a joint representation. The catch comes in avoiding conflicts of interest. Sure, the two clients have the same general goal in their deal -- to make money -- but they may come at it with very different interests. Beware slipping into malpractice.
FRED MILLER: UCC PERSONIFIED
By Thad Rueter
The ABA Business Law Section's Fred Miller is one of the most influential persons in the nation when it comes to revising the Uniform Commercial Code. This is a profile of the University of Oklahoma law professor.
CROSS-BORDER M&A: AVOIDING SURPRISES THROUGH DUE DILIGENCE
By Wilson Chu
The author advises readers to look before they leap into an acquisition in a foreign country. Does common law or civil law rule? What about confidentiality and export restrictions? He suggests a few short cuts and substitutions and winds up with a discussion of accounting considerations.
THE IRS STEPS BACK: ENTITY-CLASSIFICATION RULES ARE RELAXED
By William D. Bagley
The IRS has decided it has been spending too much effort trying to determine whether a business is a corporation or a partnership for tax purposes. New regulations basically pass the ball to the states. The main beneficiary of the new reality is the limited liability company.
ACQUISITION AGITATION: WHAT TO DO WHEN YOUR FUND'S ADVISER IS BOUGHT OUT BY ANOTHER FIRM
By Staphanie A. Djinis
What happens when the adviser for a mutual fund's investments is acquired by another advising firm? What are the responsibilities of the fund's directors? A look at the pitfalls to avoid and the right steps to take.
WHEN MINUTES COUNT: WHAT A CORPORATE SECRETARY SHOULD KEEP IN MIND
By Connie R. Gale
What should the role of the corporate secretary be? How can board minutes affect future litigation? The author discusses what's needed and what works in communicating between board and management.
THE TWO-PAGE PROPHET: A LOOK AT THE SEC'S SUGGESTION OF A BRIEF PROFILE PROSPECTUS FOR INVESTMENT COMPANIES
By Aaron E. Kornblum
Tired of 40-page prospectuses loaded with legalese? The Securities and Exchange Commission is now urging a two-page profile prospectus. How does it work and is it as good as it gets? The author gives a bit of history and a lot of suggestions for still more improvements. The goal is to help potential investors see into the company's future before they make an investment decision.
BARGAIN BUSINESS LAW: HOW TO CUT THROUGH THE COSTS WHEN A TRIAL LOOMS
By Edward F. Mannino
The author examines the two areas where litigation costs can be trimmed: pre-trial and the trial itself. He writes of streamlined procedures that have worked as well as summary jury trials. The goal is to spend less money with the same result that counsel would have obtained under more traditional approaches.
FILLING THE GAPS IN D&O INSURANCE: PART II IN A CONTINUING SAGA OF NEGOTIATING YOUR CLIENT'S COVERAGE
By Stephen J. Weiss
This is a follow-up piece by the author of an article he did in Business Law Today in November-December 1994. He discusses more areas that can be negotiated in directors' and officers' liability insurance policies, including such coverage gaps as subsidiary-company acquisitions and employment practices liability. He also discusses the Securities Reform Act of 1995 as it relates to D&O insurance.