ABA Section of Business Law
September/October 2001 (Volume 11, Number 1)
A year in the Section 2000-2001
By Joanne Travis
The Section of Business launched full force into the new millennium and its 63rd year, committed more than ever to be a leading force in business law - shaping it, teaching it and improving it. With nearly 57,000 members, the Section consists primarily of business lawyers in private practice (approximately 70 percent), with the remainder representing corporate counsel, academics, government lawyers, judges and law students. The Section strives to ensure that you, our valued members, have access to the most current and comprehensive information in business law through our publishing program, our CLE programs, our Web site and our committees.
Furthermore, the Section continues in its commitment to achieve greater diversity and strives to evolve as an entity that represents all faces of the legal profession. In addition to continually receiving high marks from the ABA for its diversity efforts, over the past year the Section further enhanced its outreach to minority lawyers, young lawyers, lawyers and judges with disabilities and law students. Please continue reading to learn more about these efforts and to get highlights of other exciting Section and committee activities this past year.
Outreach
Young lawyer outreach. The Section partnered with the Young Lawyers
Division (YLD) to cosponsor several events at its fall and spring
meetings. At the fall YLD meeting, the Section sponsored lunch and
an information session and co-hosted the group's sold-out social
event. The Section was well represented at these events by Business
Law Fellows and other YLD members who are also active Section members.
Following up those efforts, the Section cosponsored a program with the YLD at the ABA Midyear Meeting, "Everything you wanted to know about e-commerce but were afraid to ask." Amy Boss, immediate past Section chair, addressed the YLD Assembly. At the spring meeting, the Section also cosponsored several events, including an information session on our Business Law Fellows program. Responses to these events have been exceptional, and as a result, the YLD and the Section are pursuing other joint programming.
Concerted efforts were also made to increase young lawyer participation at the Section's Spring and Annual meetings. Letters were sent to managing and hiring partners at major law firms in the host cities showing the value of our Section meetings and encouraging them to send their young lawyers. The law firm of Saul Ewing led the charge at Spring Meeting by committing to send at least eight young lawyers. They also challenged the rest of the firms in Philadelphia to meet or beat that number, and eventually set a record by sending the most young lawyers. Consequently, this project has been dubbed the "Saul Ewing Challenge," and will be a continuing outreach effort of the Section.
The Section also implemented more programs geared toward newer lawyers to encourage attendance by young lawyers and sponsored the Career Fair for the second year. The fair continues to develop and has a goal of generating more job opportunities and career-related educational programming for young lawyers and law students.
Minority lawyer outreach.
In an effort to increase our outreach
to lawyers of color, the Section sponsored three substantive CLE
programs at the Spring Meeting with the Minority In-house Counsel
Group of the Commission on Racial and Ethnic Diversity: "Career
advancement opportunities: Moving from law to business management
in a corporation"; "Crisis management for the in-house
lawyer;" and "Law department economics."
To encourage participation, the Section offered a substantially reduced registration fee for Minority In-House Counsel Group members and local minority bar members. These programs were extremely successful and we hope to continue this partnership in the future.
Law student outreach.
On the law student front, the Section confirmed its commitment by
providing free Section membership to all law students who are members
of the ABA. This has increased our law student membership substantially,
and in response we have also increased our offerings to law students.
These offerings include free registration at the Spring Meeting
and the implementation of specialized educational programming, including
panels on "Training and education in the first years in practice,"
"Meet the hiring partner, general counsel and managing partner,"
and the first ever Law Student Orientation.
Another new initiative was the creation of a new student Web page, www.abanet.org/buslaw/forlawstudents.html. The page gives information on Section activities, initiatives and opportunities for law students. The Younger Lawyer and Law Student Outreach Committee recently rolled out a law student guide to the ABA and the Section, as well as its meetings and events. A law student newsletter is also in development to keep students informed of Section activities and opportunities for involvement in committee work.
In an effort to reach out to law students of color, the Section
sponsored the National Black Law Students Association's Annual Spring
Meeting. Section materials and law student information was included
in the meeting registrants' packets. We will continue to explore
other outreach opportunities within this and other minority law
student organizations.
Special projects and events
Task Force on E-Commerce and ADR. With the phenomenal growth of
Internet sales, both consumers and businesses dealing with other
businesses now find themselves faced with the problem of where to
turn to get help solving their online commercial disputes. One way
to avoid these issues would be through the use of alternative dispute
resolution. The ABA sections of Business Law, Dispute Resolution,
Litigation, International Law and Practice as well as Intellectual
Property formed a new task force earlier this year on e-commerce
and ADR, which is charged with drafting workable guidelines and
standards that can be used by parties to online transactions and
online dispute-resolution providers.
The task force has been hard at work since January, with extensive outreach to industry and other groups both nationally and internationally, including a Web site - http://law.washington.edu?ABA-eADR - a listserve, online surveys (soon to be available in seven languages), surveys of consumer organizations world-wide, and extensive meetings and hearings. A draft concept paper is available online with comments.
ABA Task Force on Class Action Litigation.
In October of 2000,
the Section on Tort Insurance and Practice convened an inter-sectional
meeting to discuss the possibility of the ABA developing a policy
on reformation of our class action process. The Section was well
represented at that meeting and at a second meeting of this group
at the ABA Midyear Meeting. We have since received a letter from
ABA President-elect Robert Hirshon suggesting the creation of an
Ad Hoc Task Force on Federal Class Action Litigation to develop
recommendations. He also sought the Section's support and funding
for that initiative.
International activities
Technical legal assistance councils. Last year, acting on the recommendation
of the ABA's Standing Committee on Legal Technical Assistance Projects
(SCILTAP), the ABA Board of Governors created two new committees,
the Latin American Law Initiatives Council (LALIC) and the African
Law Initiatives Council (AFLIC), to join the Asian Law Initiatives
Council (ALIC) and the Central and Eastern European Law Initiative
(CEELI) to promote, initiate, develop and coordinate technical legal
assistance projects in those areas of the world.
Currently, our Section has representation on three of the four
councils: Mike Flowers represents AFLIC, Hal Barron represents LALIC,
and Amy Boss represents ALIC. Efforts continue to have similar Section
representation on CEELI.
International Harmonization Conference. In February 2001, in connection
with the ABA Mid-Year Meeting, Immediate Past President Martha Barnett
convened a meeting of the heads of bar associations from around
the world to discuss the role that bar associations can have in
the international harmonization of law.
Recognizing that to date the sections of the ABA have taken the lead in this area, Barnett included a number of sections (Business Law, Antitrust, Science and Technology, and Family Law) on her planning committee for the conference. Immediate Past Section Chair Amy Boss served on that committee.
Possible activities may include periodic meeting of bar association leaders and others to discuss harmonization efforts and coordination; establishment of Web site and listserve support for harmonization activities; and creation of a fund to support activities.
Diversity projects and initiatives
The National Conference for the Minority Lawyer. For the second
consecutive year, our Section was a co-sponsor (along with the ABA
Commission on Opportunities for Minorities in the Profession and
the Section of Litigation) of a National Conference for the Minority
Lawyer, June 18 and 19 in Washington. The two-day session provided
practical training to help minority lawyers better manage relationships
between inside and outside counsel; improve presentation techniques;
facilitate a better understanding of diversity; and develop rainmaking
skills.
Diversity summit.
Our Section participated in the first annual
Diversity Summit, coordinated by the Commis-sion on Diversity, on
May 18- 19, in Chicago. Michael Flowers served as a co-chair of
that summit. The Section remains committed to increasing diversity
within the Section and its leadership.
Business Law Ambassadors Program.
The Business Law Ambassadors Program announced its second class.
The 2001-2003 "ambassadors" are Lillian G. Apodaca, Albuquerque,
N.M.; Hugo Chaviano, Chicago; Muzette Hill, Dearborn, Mich.; Patricia
Reeves, Sacramento, Calif.; and Willard Tom, Washington.
The program was developed to provide opportunities for lawyers of color to participate actively in the substantive work of the Section, to facilitate their progression into future leadership positions within the Section, and to aid the Section in its outreach to other minority lawyers. The ambassador appointment is for two years.
Business Law Fellowship Program.
The Fellows Program announced
its class for 2000-2002. The five members of the Young Lawyers Division
are LaRonda Barnes, Atlanta; Joseph Beach, Atlanta; Patrick Clendenen,
Boston; David Gemunder, Tampa, Fla.; and Dale Weppner, St. Louis.
The fellowship appointment, which is for two years, aims to give
active members of the Young Lawyers Division an opportunity to become
involved in the substantive work of the Section, to develop future
leaders of the Section, and to enhance knowledge about the work
of the Section among members of the Young Lawyers Division.
Council on Legal Education Opportunity Scholarship.
The Section of Business Law CLEO Scholarship Program honored its
third class of scholarship recipients at the Spring Meeting Section
Luncheon. The program was established to assist CLEO Fellows in
completing law school and to encourage participation of women and
minority law students in Section activities. The student applicants
must be participants of the CLEO pre-law summer institute program,
a member of the ABA Law Student Division, and interested in pursuing
a career in business law.
The 2001 recipients are Jaime Diaz, University of Iowa College of Law; Angela L. Dixon, University of Iowa College of Law; Esmeralda A. Murillo, Columbia University Law School; Cuong Quy Huynh, University of California Hastings College of Law; and Sabrina L. Williams, DePaul University College of Law.
Student writing contest.
Charles Frayer, a recent graduate of Indiana
University School of Law, is the First Prize winner of the 2000-2001
Mendes Hershman Student Writing Contest. Frayer was chosen on the
strength of his paper, "Employee privacy & Internet monitoring:
Balance workers' rights and dignity with legitimate management interest."
The prize included an all-expense paid trip to the Annual Meeting
in Chicago, a $2,500 cash award, and an additional award of $2,500
for his law school, intended primarily for the purpose of expanding
its business law library.
Section awards
Glass Cutter Award. At the Section Luncheon in Philadelphia, the
10th Annual Glass Cutter Award was presented to Mary Beth Clary
of Porter, Wright, Morris & Arthur in Naples, Fla. This award
recognizes a woman in the Section who has achieved outstanding success
in breaking through the barriers in the practice of business law.
Clary was honored for her commitment and efforts toward the advancement
of women, minorities and young lawyers in the Section, the ABA and
the profession.
At its June meeting, the Board of Governors approved the Section's request to rename the "Annual Glass Cutter Award" the "Jean Allard Glass Cutter Award." The board also approved a second request to establish an annual "A.A.Sommer Jr. Distinguished Service Award," to be given to a Section member who has made an outstanding, lifetime contribution to the Section and the profession.
Section Chair's Award.
Lynn A. Howell, of St. Petersburg, Fla.,
was honored at the Section's annual Business Luncheon as recipient
of the Section Chair's Award. This award was created to recognize
an individual who has made significant contributions to the Section.
In addition to currently serving as chair of the Career Forums Committee
(which coordinates the Career Fair) and vice-chair of Nonprofit
Corporations Committee, Howell has coordinated many Section programs
and activities over the years that have encouraged the educational
and professional development of business lawyers.
National Public Service Award.
At the Section Spring Meeting Luncheon,
the Pro Bono Committee recognized the contributions of Leonard C.
Presberg of the Law Offices of George N. Sparrow Jr., P.C., Fayetteville,
Ga., and Paul, Weiss, Rifkind, Wharton & Garrison, New York
City, as recipients of the National Public Service Award. This award,
given to an individual and a firm/corporate law department, was
created to recognize significant pro bono services rendered to the
poor in a business context, and to recognize the work for the clients
and the client groups represented.
Public service activities
At the Spring meeting, our Business Fellows undertook a public interest
project. Meeting attendees were asked to donate their unwanted registration
briefcases (the ones distributed to attendees at registration),
which in turn were donated to a charitable organization to distribute
to the needy in the Philadelphia area.
At the Chicago meeting, two public interest events took place. Section Leadership sponsored 150 members of the Jordan Boys and Girls Club to attend a White Sox game on Saturday night (where the Section Leadership dinner was held). In addition, the Business Law Section, in conjunction with the Young Lawyers Division and the Commission on Domestic Violence, undertook a domestic-violence project: the distribution of "bunny bags" (a coloring book, crayons and a bunny) to comfort and occupy children dealing with domestic violence, and a hands-on public service project at a local shelter (painting, cleaning, etc.).
Publishing
The Business Lawyer, the Section's scholarly journal, is the premier
business law journal in the country. It contains articles of significant
interest to the business lawyer, including case law, analysis, developing
trends and annotated listings of recent literature. Feature articles
this year included:
"Function over form: A reassessment of standards of review in Delaware corporation law," by Vice Chancellor Leo E. Strine Jr., professor William T. Allen, and Vice Chancellor Jack B. Jacobs. . . "The Securities and Exchange Commission's revised auditor independence rules," by William R. McLucas and Paul R. Eckert. . . "The overlooked corporate finance problems of a Microsoft breakup," by Lucian Arye Bebchuk and David I. Walker. . . "New developments in structured finance," by the Committee on Bankruptcy and Corporate Reorganization of the Association of the Bar of the City of New York.
This year also marked the 50th Anniversary of the Model Business Corporation Act (see the Nov. 2000 issue).
Business Law Today, the Section's award-winning news and feature magazine, featured a wide array of easily digestible articles covering a range of subjects relevant to current business law practices.
In addition to these premier publications, the Section continues to publish outstanding single-title works through its Publications Committee, chaired by Juliet M. Moringiello.
The following books were published over the past year:
The ABCs of the UCC: (Revised) Article 9, Secured Transactions;
Commercial Arbitration at Its Best: Successful Strategies for Business
Users (a joint venture with the CPR Institute for Dispute Resolution
and the ABA's Dispute Resolution Section); Model Asset Purchase
Agreement with Commentary and Model Asset Purchase Agreement with
Commentary - International Asset Acquisitions; The Portable Bankruptcy
Code & Rules, 2001 Edition; The Portable UCC, Third Edition
(includes the new Article 9); Annual Review of Develop-ments in
Business and Corporate Litigation, 2001 Edition (this is the first
attempt to expand the audience for an "annual" program
beyond the Section; we hope to develop a list of subscribers for
this); Corporate Director's Guidebook, Third Edition (a new edition
of one of the Section's all-time best sellers); Internet Law for
the Business Lawyer.
Programming
During the past year, Section committees have presented more than
130 educational programs including 11 National Institutes, 12 Satellite
Seminars and videoconferences, and six Teleconferences. Many of
these were cosponsored with other ABA sections. As a member benefit,
the Section also sponsored four BLT Live Teleconfer-ences on a variety
of hot business law topics. In addition, the Section cosponsored
several ABA Connection teleconferences this year. ABA Connection
is a live, monthly, one-hour, Continuing Legal Education accredited,
audio teleconference provided as a no-charge benefit to ABA members.
Spring Meeting.
The 26th annual Spring Meeting in Philadelphia,
Pa. was a huge success - the record-breaking attendance exceeded
1,900. In addition to increased overall attendance, this meeting
surpassed previous years' attendance in first-timers, law students
and young lawyers. More than 55 substantive CLE programs and more
than 200 committee and subcommittee events were held during this
four-day event and as a result, a record number of requests for
committee appointments were received and processed.
Annual Meeting.
In early August, approximately 1,700 Section members
attended Section events at the Chicago Annual Meeting. Members had
the opportunity to attend more than 50 Section-sponsored CLE programs
and more than 200 committee and subcommittee meetings.
Technology
Over the past year, the ABA went through the process of redesigning
the ABA's Web site, developing a template for use by all sections
and entities. To a large extent, this redesign was cosmetic. Our
Section, in making plans to migrate to the new ABA Web site design,
used the opportunity to re-examine the structure and operation of
our own Web site and committee pages.
Our new design reorganizes much of the material, which can be found on our home page, introduces new tools for navigating our Section's Web pages, and introduces new features to our site. The key to any successful Web site, however, is content - timely, substantive content. Consequently, the Section and its committees must continue to periodically reassess both the structure and content of the site.
Committee activities
As a Section member, you have the opportunity to participate in
committees and subcommittees at no additional cost. There are more
than 400 committees and subcommittees to choose from that focus
on every practice area in business law. Committee participation
grants you access to timely information on changes affecting your
practice. Following is information on new Section committees and
a sampling of committee projects and activities this year.
New committees
During the past year, the Council authorized the creation of several
new committees: the Energy Business Committee (Hugh Ray); the International
Coordinating Committee (Mike Sigal and Lloyd Winans); Community
Economic Development (Myles Lynk and Susan Jones); Business Entity
Rationalization (formerly a task force; Bill Clark); and, the Committee
on Venture Capital and Private Equity (Bruce Mann).
Business and Corporate Litigation
- Prepared Annual Review of Developments in Business and Corporate
Litigation. The Survey of Developments has been a traditional
and extremely popular program at the Section's Spring Meeting.
The survey entails a comprehensive update of the law at a very
high level of interest to business and corporate lawyers. The
2001 Review included legal updates and trends for ADR law, bankruptcy,
business torts litigation, class action law, financial institution
litigation, general partnerships, joint ventures, limited partnerships
and limited liability companies, intellectual property law, labor
law (nonunion employees' NLRA rights), and securities litigation.
It will be a very useful tool for both new and more experienced
business lawyers.
- Established an Alternative Dispute Resolution subcommittee that
will provide a venue for business lawyers, including but not limited
to business litigators, to discuss new ideas in dispute resolution,
including mediation, arbitration and other techniques. The ADR
Subcommittee has been very active in planning programming to educate
and inform Section members on ADR issues.
- Established a pro bono subcommittee and partnered with the Young
Lawyers Division on a public service project at the Chicago Annual
Meeting.
Consumer Financial Services
- Launched a new Web site, safeborrowing.org, which was launched
at the Annual Meeting in Chicago in conjunction with the rollout
of a new ABA consumer Web portal. The safe-borrowing site provides
information to consumers, community-based organizations and lawyers
on abusive mortgage-lending practices. Forthcoming is a downloadable
PowerPoint presentation that can be used by organizations to educate
consumers about abusive lending practices at seminars and meetings.
- In addition, the committee completed and will make available on the new consumer Web site a consumer education brochure on debit cards prepared by members of the Joint Sub-committee on Electronic Financial Services and authored principally by Consumer Financial Services Commit-tee members. This brochure describes the differences between credit and debit cards and between so-called off-line and online debit cards, and is designed to explain to consumers the advantages and disadvantages of using the various types of cards.
Cyberspace Law Committee
The Internet Law Subcommittee recently published a book, Internet
Law: Guide for the Business Lawyer. It will provide updates and
practical advice in key areas of the law as it applies to cyberspace,
including e-contracting, privacy, intellectual property and jurisdiction.Recently
updated safeshopping.org to cover new developments like e-sign etc.
Diversity
The Diversity Committee worked diligently on increasing the participation
of women, minorities, young lawyers and lawyers with disabilities
in Section activities. Highlights include:
- Cosponsored a program at this year's Spring Meeting in Philadelphia
with the ABA's Commission on Mental and Physical Disability Law.
"Pathways to success: Successful judges and lawyers with
disabilities" was dedicated to Charles F. C. Ruff, who recently
passed away. Mr. Ruff was a pillar of the Washington legal community
for more than 30 years and served as an inspiration for all lawyers,
but especially those with disabilities.
- Selected its second class of Business Law Ambassadors.
- Participated in the planning and implementation of the successful "National Minority Conference" in June with the ABA Commission on Diversity and the Section of Litigation.
- Women's Business Law Network sponsored another successful "Women's Caucus Breakfast" at the Philadelphia Spring Meeting.
Institutes and seminars
This committee, together with the ABA Center for CLE, produced
two programs this past year on Revised Article 9 of the U.C.C.
- The nationwide satellite broadcast last September, "Doing deals under Revised Article 9," was attended by more than 600 registrants and sold nearly 300 books and more than 200 video and audiotapes.
- The May videoconference/teleconference, "Opinions under
Revised Article 9," produced a record 700 attendees and sales
of 160 video and audiotapes.
Negotiated Acquisitions
- Committee will hold its stand-alone meeting in Paris on Oct. 19-20, 2001.
- This is an historic event for the committee and the Section.
The stand-alone meeting will be preceded by a one-day International
Institute on Cross Border Mergers and Acquisitions on Oct. 18.
- Published Model Asset Purchase Agreement, with Commentary. This publication reflects nearly six years of hard work by the committee's Task Force on Asset Acquisitions. Also published International Asset Acquisitions
- Summaries of 33 Countries' Laws, which was compiled and edited
by our Task Force on International Transactions using correspondents
in each of the countries. This work is available as a stand-alone
volume or as a companion to the Model Asset Purchase Agreement.
- Uniform Commercial Code
- Participated in the NCCUSL-ALI revision processes for UCC Articles
1, 2, 2A, 3, 4, 4A and 7.
- Participated in the enactment process for UCC Revised Article
9.
- Committee members published The ABCs of Revised Article 9, the
third edition of the Portable UCC, and The New Article 9, 2nd
edition.
- Published the UCC Annual Survey for the Business Lawyer.
- The Subcommittees on Article 1 and Article 2 organized and published
symposiums on Revised Article 1 and Revised Article 2 in the Spring
2001 edition of the SMU Law Review.
- Published three editions of the Commercial Law Newsletter, jointly with Committee on Commercial Financial Services.
We hope these highlights on Section activities over the past year were interesting and informative. The Section strives to provide you, our members, with the services, publications and programming that you need to effectively serve your clients and become a better business lawyer. If there is anything we can do to better serve you, please let us know. Contact the Business Law Section at 312/988-5680 or e-mail travisj@staff.abanet.org. to provide your comments or get more information on Section, committee, or subcommittee involvement. Thank you for your continued support.
Joanne Travis is associate director of the staff for the Section of Business Law.
