ABA Section of Business Law

THE TAXMAN COMETH: HANDLING EARN-OUTS IN BUSINESS ACQUISITIONS
By KIMBERLY S. BLANCHARD
A business is acquired. The former owner wants some personal compensation as part of the deal. Is that "earn-out" income or a capital gain? The author looks at the tax consequences.

GRABBING THE BULL BY THE HORNS: TAURUS: THE FUTURE OF ARBITRATION IN SECURITIES DISPUTES?
By ROBERT S. CLEMENTE and KAREN KUPERSMITH
Disputes in the securities industry have become more rancorous and arbitration is starting to resemble old-fashioned litigation. The authors suggest a new, electronic form of securities arbitration to show the way to what the future could be. They call it "Taurus."

MARKETING BEGINS AT HOME: A FEW EASY STEPS TO LET OTHERS IN THE FIRM KNOW WHAT'S HAPPENING
By LUCILLE V. CORRIER
It's one thing to market your law firm to prospective clients. But it's just as important to market yourself within your firm. Do your colleagues know what you've done and how you've done it? The author discusses internal marketing.

TARGETING THE BOARD: WHAT'S THEIR LIABILITY FOR RISK ASSESSMENT?
By DENNIS R. DUMAS
Federal agencies, shareholder plaintiffs and others are increasingly targeting boards of directors in connection with corporate risk assessment and management. The author, formerly with the SEC, looks at each agency and discusses the effect of new and proposed rules.

BANKRUPTCY BY THE BUDGET: KEEPING COSTS UNDER CONTROL IN MULTIMILLION-DOLLAR CASES
By STEVEN H. FELDERSTEIN, MILTON A. FELDMAN and HAROLD J. MARCUS
What's the best way to keep the costs of professionals manageable in huge bankruptcy cases? The authors suggest budgeting, with professional providers held to their budgeted amounts.

GETTING PERSONAL: WHAT IF THE BANKER NEEDS A LOAN GUARANTEE BEYOND THE ASSETS OF THE BUSINESS?
By LAWRENCE GARDNER
A small entrepreneur needs a loan. The banker is ready to provide one if the business person is willing to sign a personal guarantee. You're the entrepreneur's lawyer -- what advice should you give? The author of the article is a former bank president.

LIES, DAMN LIES AND UNETHICAL LIES: A GUIDE TO ETHICAL NEGOTIATIONS
By DAVID GERONEMUS
Negotiating can be fun, but it can also be a minefield of ethical problems for the unwary business lawyer. The author sets up a series of hypotheticals and then discusses how the Model Rules approach the quandaries.

FROM FEAR TO PROMISE: NEW HELP FOR BROWNFIELDS
By PAUL J. SCHOFF
Does your client own an environmentally challenged piece of industrial property? Legislation in many states is coming to the rescue, though no federal law has been passed so far.

HELPING DOROTHY FIND THE WAY: PENSION FUNDS AND PROHIBITED TRANSACTIONS
By JAY WEISER
You're advising a pension fund. Do you know what transactions are allowed by the Employee Retirement Income Security Act and which aren't? The author provides a road map.