• 8/7/08 - Donald Rapson Memorial Dinner
  On August 7, please join Don's family, friends and colleagues for a dinner at the Yale Club in New York City remembering Don's many contributions and achievements. Information about the event can be accessed here.
  
  
• 8/8/08 - Aircraft Financing Subcommittee Dinner
  The Aircraft Financing Subcommittee will hold its traditional dinner at the Annual Meeting on Friday, August 8 from 7:00 - 10:00 p.m. Reservation information can be accessed here.
  
  
• 8/8-11/08 - ABA Annual Meeting, New York, NY
  The Annual Meeting will feature CLE programs on commercially reasonable foreclosure, commercial finance in global markets, lenders and credit providers in financial trouble, model deposit account control agreements, financing wealthy individuals, operational systems, and cross-border legal opinions, among others, as well as a full schedule of subcommittee and task force meetings. We have a full schedule of events, from Friday afternoon until Monday afternoon. The ComFin and UCC schedule can be accessed here and additional information about the meeting is available at the meeting's webpage.
  
  
• 11/12/08 - Fall ComFin Meeting, San Francisco, CA
  The Fall ComFin Meeting, held in conjunction with the CFA convention, will provide three CLE programs and a networking lunch. Additional information is available at the meeting's webpage. More details will follow before the meeting.
  
  

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The purpose of this column is to identify some of the most disconcerting judicial decisions interpreting the Uniform Commercial Code or related commercial laws. The purpose of the column is not to be mean. It is not to get judges recalled, law clerks fired, or litigators disciplined for incompetence. Instead, it is to shine a spotlight on analytical errors, and thereby provide practitioners and judges with reason to disregard the opinion.

Nationwide Transport Finance v. Cass Information
Systems, Inc.,
523 F.3d 1051 (9th Cir. 2008)
This case presents a very narrow and troubling view of the obligations of an account debtor's payment agent.


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When credit markets deteriorated and volatility increased, banks and other financial institutions that had committed to provide financing found themselves funding loans on below market terms and either holding the loans on their books or selling the loans at substantial losses. In order to protect against this scenario, lenders began seeking to allocate market risk to borrowers. The result was the re-introduction of so-called "Market MAC" clauses into commitment letters. A Market MAC clause essentially excuses lenders that have issued a commitment from funding the loans in the event of an adverse change in the capital markets that impairs the ability to syndicate the loan. Given the unprecedented turmoil in the capital markets over the past year, Market MACs are once again prominent features in commitment letters.


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When drafting a contract, it's always best to minimize ambiguity, right? As with so much in the law, the answer, it turns out, is a clear "it depends." There has been much recent discussion of the so-called forthright negotiator principle. Some of it seems to misapprehend the principle, suggesting it gives rise to an affirmative duty to eliminate ambiguity. It does not. It is simply one of a number of principles of contract interpretation used by, among others, the Delaware courts. An economic analysis of the forthright negotiator principle shows that it aids social efficiency.


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In exchange for allowing the Debtors to use their collateral, the Court granted the Debtors' lenders adequate protection, which included an administrative priority claim for the reimbursement of a lender's reasonable expenses relating to all proceedings in connection with the enforcement and validity of the prepetition agreements (the "Reimbursement Rights"). After the Order was entered, the original lenders sold their loans on the secondary market to the current lenders under standard LSTA documents. The Court considered the transferred rights under the LSTA documents to determine whether the Reimbursement Rights could be avoided for the benefit of the Debtors' estate.


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Those of you who have been wondering what happened to Harry Sigman now have an answer. Harry was active for years in the work of the Commercial Finance and Uniform Commercial Code Committees but has been noticeably absent recently. We now know why. Having made his mark on domestic commercial law in the United States, Harry has turned his attention to the rest of the world. In addition to his serving as a member of the US delegations with respect to the Hague Securities Convention, the UN Receivables Convention and the UNCITRAL Legislative Guide on Secured Transactions, his global concerns are well-evidenced by this new book that he and Professor Eva-Maria Kieninger have co-edited on cross-border security over tangibles.


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Two bills enacted in Tennessee this year may require secured parties to take action if they recently filed financing statements on individual debtors. The first was Senate Bill 3732, which created a broad safe harbor for individual debtor names if the financing statement provides the name shown on one of five different identification documents. The second, Senate Bill 372, scaled back the list of documents that can serve as a safe harbor source of individual names.


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Neil Cohen and Steve Weise, familiar to many members of the ComFin and UCC Committees, have been active in the 6-year project of the United Nations Commission on International Trade Law (UNCITRAL) to develop a Secured Transactions Guide. The Secured Transactions Guide was completed last year and approved by UNCITRAL in December. At that time, UNCITRAL asked the Working Group that had worked on the Secured Transactions Guide to examine in greater detail how the Secured Transactions Guide addresses security rights in intellectual property and related assets. Neil and Steve have continued their work on this project and have attended Working Groups and Experts meetings with intellectual property experts to review the issues. Neil and Steve prepared an outline of some of the principal issues, which is available here.  Neil and Steve welcome comments and questions.

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The Joint Task Force on Commercial Finance Terms has compiled a list of over 2000 terms that they consider useful, interesting or at least amusing to commercial lawyers. While they are continuing to solicit new terms, they would also like members of the task force to identify their practice areas, so that they can assign terms for definition to those members who might actually know what they mean. At the task force meeting (as part of the Annual Meeting in NY), the task force plans to get the "definitive" phase of the project underway. Please consider joining and/or assisting in the task force's efforts.

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Several decisions arising from the Norvergence fraud have prevented an assignee of a lessor from enforcing the "hell & high water" provision of a finance lease. In January 2008 the Tennessee Court of Appeals rejected a lessee's argument that a lease was unenforceable due to the hell and high water clause in Wells Fargo Financial Leasing v. Mountain Rentals, 2008 WL 199855 (Tenn Ct. App.), 64 UCC Rep.Serv.2d 1004, in a straight forward application of Article 2A.

Mountain Rentals entered into a finance lease in June 2000 for the rental of telecom equipment. The original lessor assigned its rights and Wells Fargo acquired the lease in the transferee's bankruptcy. The lease contained the standard finance lease provisions: the parties agreed that the lease was a "finance lease" governed by Article 2A; the lessor made no warranties regarding the equipment; the lessee waived all rights and remedies; and the lessor could assign the lease to an assignee who had all of the rights and benefits, but none of the obligations of the lessor. The lessee also signed an acceptance certificate.


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The Aircraft Financing Subcommittee has an exciting program of speakers for this summer's meetings. One of the world's foremost experts on Islamic finance will be discussing aircraft financing and Shari'ah compliant structures. Kerry Long, the FAA Chief Counsel will be joining us again to provide his unique perspectives on the airline industry and FAA regulatory initiatives in this turbulent time for the US airline industry. We also have an FAA briefing on the technology that is expected to constitute the future of air traffic control in the US air transportation system. We have an update on recent bankruptcy cases relevant to competing claims in leveraged lease structures, as well as cross-default provisions. A leading business aviation practitioner will discuss evolving market practices and strategies for enforcing lenders' rights in fractional share programs.

We will have an update on Cape Town International Registry issues from our representatives on the International Registry Advisory Board and a discussion of FAA and Cape Town filing and registration issues from Oklahoma City counsel. We also will have more detailed discussions of issues arising with respect to Cape Town registration of lease assignments and the expanding and developing area of aircraft pre-delivery payment financings.

Traditionally, our Subcommittee dinners have provided a relaxed venue for camaraderie generally - and we expect this summer's dinner to hew to that tradition. We currently are finalizing plans for the Subcommittee dinner for Friday evening, August 8, at a restaurant within easy walking distance of the Grand Hyatt. We encourage all members and friends of the Subcommittee to "save the date" for what should be a very delightful evening.

Our subcommittee meeting at the Annual Meeting in New York will focus on new developments in Delaware law on breach of fiduciary duty by officers and directors and related damage claims for deepening insolvency. We will meet on Saturday, August 9, 2008, from 1:00 - 2:30 p.m. Come join our panelists and committee members to learn about best practices to insulate clients from damage claims related to breach of loyalty and deepening insolvency in workout scenarios. Our discussion will be led by Glenn Siegel, a partner at Dechert LLP in New York, and his colleague at Dechert, Iva Uroic. Glenn has written about the recent Brown Schools decision and we look forward to hearing his advice.

This program will outline the current status of Delaware law following the decision of Judge Mary Walrath on April 24, 2008 in In re Brown Schools (Miller v. McCown De Leeuw & Co.), 2008 Bankr. LEXIS 1226, Adv. No. 06-50861 (Bankr. D. Del. 2008), wherein the court refused to dismiss a Chapter 7 trustee's breach of fiduciary duty claims against the former directors of a debtor corporation in which some of the damages claimed were for the "deepening insolvency" of the debtor allegedly caused by the defendants' breaches of their duties of loyalty to the corporation and its creditors. This decision distinguished Trenwick Am. Litig. Trust v. Billett, 2007 Del. LEXIS 357 (Del. 2007), where the Delaware Supreme Court held that Delaware does not recognize a cause of action for deepening insolvency. This program is relevant to every workout lawyer who needs to advise clients on their duties as officers and directors of corporations that are insolvent or approaching insolvency. The discussion will focus not only on the Brown Schools decision, but will provide an overview of the current standards under Delaware law for breach of fiduciary duty.

Our program at the Spring Meeting in Dallas last April focused on the benefits repurchase agreements offer to a secured creditor, limitations imposed by the Bankruptcy Code and the courts in recent bankruptcy cases, and pitfalls to be aware of in documenting a repurchase transaction. The panel also explored the benefits of structuring a transaction as a repurchase rather than a secured loan to allow the creditor to avoid the automatic stay in levying against a variety of asset types, beyond those traditionally seen in repurchase transactions. The impact of the UCC and state law foreclosure rules was also discussed. Our speakers were Gerald C. Bender, a partner with O'Melveny & Myers LLP in New York, and Lyman R. Paden and James W. Robertson, partners with Locke Lord Bissell & Liddell LLP in Houston.

In May of this year, our subcommittee organized and sponsored a program at the ABA's first ever Global Business conference in Frankfurt, Germany. The program topic was Recent Changes to Tax Laws in Canada and The Netherlands and Their Effect on Cross Border Finance and Mergers and Acquisitions. Also, at the ABA's Spring Meeting in Dallas, our subcommittee agreed that it, together with the International Subcommittee of the UCC Committee, would organize and sponsor a program at the Spring Meeting next April in Vancouver. If you have any program ideas you would like to share for next year's Spring Meeting, please do not hesitate to contact me. The planning for this meeting will begin in the next few months.

The IP Financing Subcommittee convened at the Dallas ABA Spring Meeting. Professor Tom Ward (University of Maine School of Law) reported on the status of a lien filing project involving the US Patent and Trademark Office and certain state filing offices. Neil Cohen and Kiriakoula Hatzikiriakos updated the group on the UNCITRAL Guide to Secured Financing and IP Security Interests. Matt Kavanaugh gave a presentation on internet domain names as collateral. The materials from the meeting can be downloaded from the Subcommittee's ABA webpage.

The Subcommittee will meet on August 10, 1:00 - 2:30 p.m. at the NYC ABA Section of Business Law Annual Meeting to discuss licensing issues in IP financing and any other developments of interest.

The Lender Liability Subcommittee conducted a well-attended session on Recent Updates: Lender Liability Theories, Trends and Defenses during the Spring 2008 meeting in Dallas. The subcommittee will not be meeting at the Annual Meeting in NY. Our next meeting will be held at the Spring 2009 Meeting in Vancouver. The program for that meeting is under development and comments or suggestions are welcome.

The Loan Workout Subcommittee of the Commercial Finance Committee presented a panel at the Section of Business Law Spring Meeting in Dallas, Texas entitled: Current Issues and Developments in Dealing with Distressed Real Estate. The panel was moderated by Steven B. Soll, a Member of the Firm of Otterbourg, Steindler, Houston & Rosen, P.C. and included presentations by Cathy L. Reece, a Member of the Firm of Fennemore Craig, P.C., William K. Snyder, Managing Partner of CRG Partners and Daren Wayne Perkins, Vice President/Assistant General Counsel, JPMorgan Chase & Co. The panel discussed the changing state of the real estate markets, both commercial and residential, and explored major issues, concerns and alternative strategies which arise in the workout of defaulted real estate loans in a diverse range of real estate transactions including home builders, developers, shopping centers, apartments, condos, hotels and retailers with a large number of leases. The panel presented a PowerPoint presentation and distributed written materials which contained both factual and statistical information regarding distressed real estate and legal authorities regarding issues which have arisen in recent bankruptcy cases involving real estate assets. An active question and answer session followed the panel presentation.

Steve and Cathy desire to organize panel presentations by the Subcommittee on a regular basis. Active participation by Subcommittee members is sought and Steve and Cathy welcome suggestions for future programs, as well as volunteers for future panels. Please contact Steve at (212) 905-3650/ssoll@oshr.com or Cathy at (602) 916-5343/creece@fclaw.com with your thoughts, comments and suggestions.

Here is our recap of the 2007-2008 bar year, and a call (already!) for ideas for our Spring 2009 meeting in Vancouver, B.C. First, thanks to all our subcommittee members and others who attended the April 2008 meeting and participated in the lively panel discussion on bad things that can happen when dirt is your collateral. The materials from the meeting are posted on our website; the meeting was entitled "Avoiding Jail, Disbarment and Other Bad Consequences: What You Need to Know About Real Estate Collateral." Thanks in particular to our meeting moderator Ed Lester and to our panel members: Ray Carpenter, Wilhelmina Kightlinger, Mark Rankin and Norm Powell.

For next year, we are considering a bit of a different type of meeting. Even though we always seem to start our meetings with a specific premise, they usually evolve into great discussions on state specific topics and their impacts on our practice. Accordingly, we are considering conducting the 2009 meeting as a structured discussion on hot or interesting state specific topics, with the meeting attendees speaking up as our "panelists." To make this work, however, we will need to get some idea of topics and who might be willing to take ownership and lead a discussion on different topics. Accordingly, while you bask in the summer sun, please think about topics, and send us a quick e-mail with the topic ideas and whether you would consider taking the lead on a discussion (no firm commitment required at this time). Kathleen's e-mail is khopkins@rp-lawgroup.com and Ed's is elester@carltonfields.com. Have a great summer and we hope to see you at the annual meeting in NYC.

The Syndications and Lender Relations Subcommittee of the Commercial Finance Committee and the Syndicated Bank Financing Subcommittee of the Developments in the Law Committee jointly presented their second annual "Syndicated Loans Market Update " at the 2008 Spring Meeting of the Business Law Section in Dallas. Bridget Marsh of the Loan Syndications and Trading Association was the moderator for this informative and topical program, which featured panelists such as Eliot Ganz, General Counsel of the LSTA, Peter Wasserman of JPMorgan Chase Bank, N.A. and Alex Spiro of Bank of America, N.A. A complimentary copy of the PowerPoint slides for this presentation may be obtained by contacting Anthony Callobre, Chair of the Syndications and Lender Relations Subcommittee.

The two task forces created under the auspices of the Syndications and Lender Relations Subcommittee have been quite active. The Model Intercreditor Task Force, Chaired by Gary Chamblee, continues to make substantial progress toward its goal of creating a balanced, market-based form of intercreditor agreement for use in second-lien financing transactions. The Syndications Chapter Task Force, chaired by Michele Suarez, is preparing a chapter on syndicated loans for inclusion in Howard Ruda's treatise on asset-based lending. Anyone interested in contributing to the work of these task forces is encouraged to contact Gary Chamblee or Michele Suarez or to attend the next meeting of these task forces to be held at the 2008 ABA Annual Meeting in New York City.

The Syndications and Lender Relations Subcommittee will meet at the 2008 ABA Annual Meeting in New York City. This meeting will include reports on the status of the work of the Model Intercreditor Agreement Task Force and the Syndications Chapter Task Force, the introduction of the newly installed chairs and vice-chairs of the Subcommittee, and an open forum to discuss prospective future programs and task forces.

The Model Intercreditor Agreement Task Force is holding a series of dial-in monthly meetings prior to the Annual Meeting to discuss proposed revisions and additions to the Model Intercreditor Agreement, including alternative provisions for first and second lien lenders. At the meeting on June 18th, Bob Cunningham of Gibson, Dunne & Crutcher LLP, who is a Vice-Chair of the Task Force, lead a discussion of the provisions dealing with common collateral and lien priority, including issues raised by first and second lien caps. At the next dial-in meeting, which is scheduled for July 16, Vice-Chair Christian Brose of the McGuire Woods firm will lead a discussion on the modification and amendment provisions. At the Annual Meeting, we will discuss the proposed revisions to the Model Intercreditor Agreement, including those arising out of the monthly meetings of the Task Force.

COMING SOON TO THE ABA BOOKSTORE: SURVEYS OF STATE COMMERCIAL LENDING LAWS TO BE PUBLISHED IN BOOK FORM

Over the past several years, the Task Force on Surveys of State Commercial Laws has completed a project to prepare a comprehensive summary of the commercial lending and real estate finance laws of all 50 states, the District of Columbia and Puerto Rico. A volunteer from each jurisdiction has prepared a summary of its laws in a substantially uniform format. The summaries are available now on the Commercial Finance Committee's webpage. They provide a tremendous resource on local lending laws of a type that is not available anywhere else.

The ABA has announced that it will publish the surveys in book form, and the survey authors are in the process of updating their surveys for publication. The ABA intends to have the book available in late 2008 or early 2009. While the current surveys will continue to be available on the web page, the updated surveys will be available only in book form.

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At the 2008 ABA Annual Meeting in New York, the Secured Lending Subcommittee of the Commercial Finance Committee and the Secured Transactions Subcommittee of the UCC Committee will hold a joint meeting on Saturday, August 9 from 12:30 to 2:30 p.m. As you may have heard, the American Law Institute and Uniform Law Commission (formerly NCCUSL) have appointed a Joint Review Committee for UCC Article 9. This joint ALI/ULC Committee is preparing a report that will likely recommend to the sponsoring organizations that a drafting committee be appointed and consider revisions to "fine tune" certain provisions of UCC Article 9 to address some issues, particularly in the filing area, that have arisen in practice. Steven Weise, Edwin Smith and others working on this project will discuss their work, its status and prospects. Please join us!

If airline cancellations or other considerations made you miss the joint meeting of the ComFin Secured Lending Subcommittee and the UCC Secured Transactions Subcommittee at the Spring Meeting in Dallas, you missed an energetic, entertaining and interactive discussion of "The ABC's of Assignments for the Benefit of Creditors." Apparently this historical remedy is alive and well in many states. The presentation included both technical expertise from the panel and in-the-trenches experience from the audience. We thank the panel of experts: James C. Chadwick (moderator) and Brent R. McIlwain of Patton Boggs LLP, Michael W. Hilliard (moderator) and Jennifer D. Knapek of Winstead PC and Brian Cejka of Alvarez & Marsal.

As always, we welcome your ideas and suggestions.

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The Joint Task Force on Commercial Finance Terms is working to compile and publish a dictionary of terms used in every aspect of commercial finance law and practice, including asset based lending, syndicated credits, securitization, structured finance, project finance, derivatives, real estate finance, lease finance, etc. We are currently working through Stage 1 of our project, developing our list of terms to be defined. These may be terms that are unique to commercial finance, or simply terms that may arise from time to time in the practice. We are seeking terms from the basic to the esoteric (extra points if they're funny!). The terms may be terms of art, statutory terms, acronyms, commonly-used expressions - if you can add to our list with terms that are reasonably related (or even ancillary) to commercial finance practice, send us your terms!

We would like to thank Jonathan Lipson, Stephen Sepinuck, Lynn Soukup, Stuart Ames, George Hisert, Pamela Martinson, Tony Callobre, Tom Patterson, Peter Gregura, Joel Rabinowitz and Rob Zeitinger for their contributions to this project. Special thanks to Arthur Cohen for a complete dictionary of project finance terms. What we really want now is an opportunity to thank many, many more of you, so please contact Meredith Jackson with suggestions of additional terms, or contact Carl Bjerre with any information you may have regarding other dictionaries or sources of definitions for commercial finance terms. You may access the current list of terms here and on the task force website. We will be meeting in New York and hope to see you there!

Task Force Program at the ABA Annual Meeting: August 10, 2008 from 10:30 a.m. to 12:30 a.m. in the Empire State Ballroom D, Ballroom Level, Grand Hyatt Hotel Topic: "It's a Wrap! The Model Deposit Account Control Agreement Final Report"

As many of you know, the Task Force was formed in 2004 to develop a form Deposit Account Control Agreement that was fair to all parties, represented market practice, could be widely accepted by market players and could be concluded with no or minimal negotiation. The form of deposit account control agreement developed by the Task Force was released at the American Bar Association's 2006 Spring Meeting in Orlando, Florida, and was published in 61 The Business Lawyer 745 (Feb. 2006) together with an initial report of the Task Force. The form addresses the common situation in which a secured party seeks to enter into a control agreement with its debtor and the debtor's depositary bank relating to a transactional deposit account to which the debtor initially has access. Subsequently, the Task Force finalized several inserts to the initial form, including, the Standing Disposition Instruction Insert, the Lock Box Insert, the Initial Block without Standing Disposition Instruction Insert, the Non-Demand Deposit Account Insert, the Time Deposit Insert, the First Lien Insert and the Second Lien Insert. We have also finalized the Securitization Deposit Account Control Agreement, including General Terms and Specific Terms, for use in securitization transactions. The Initial Report, the General Terms, the Specific Terms, the finalized inserts and the Securitization DACA are available on the Task Force's website. The website also has been updated to include in .pdf format annotated versions of the inserts and in .doc format unannotated versions of the inserts for use by the public. The Task Force, additionally, is continuing to work on a Medicare/Medicaid Directive for use in transactions involving government health-care insurance receivables. We are working on additional reports regarding the inserts and the Securitization DACA, as well. Drafts of a Medicare/ Medicaid Directive and the additional report are available on the website. Last, we are developing a web-based product for assembling a DACA. It is a menu-driven product, where the user merely inputs information such as names, account numbers, inserts requested and the like, and the product creates a DACA that is downloaded to your computer.

For those of you attending the ABA Annual Meeting, we are presenting a program on August 10, 2008 from 10:30 a.m. to 12:30 a.m. in the Empire State Ballroom D, Ballroom Level of Grand Hyatt Hotel. The topic will be "It's a Wrap! The Model Deposit Account Control Agreement Final Report." It is sponsored by the Commercial Finance Committee and co-sponsored by the UCC Committee, the American College of Commercial Finance Lawyers and the Association of Commercial Finance Attorneys. The program will include a demonstration of the web-based DACA assembly product, a brief overview of the final inserts, an introduction to the Securitization DACA and a discussion of the current draft of the Medicare/Medicaid Directive.

The email list serve for the Task Force is quite active. Anyone interested in joining the Task Force, and in particular working on the Medicare/Medicaid Directive, should contact Marshall Grodner or Ed Smith or sign up on the website of the Task Force.

The ComFin and UCC Committees' Joint Task Force on Filing Office Operations and Search Logic met at the Spring Meeting of the Business Law Section in Dallas. The meeting began with a recap by Jim Prendergast, co-chair, on the resolution of the Task Force, currently pending approval by the Section at the Annual Meeting, requesting that State legislatures refrain from enacting non-uniform amendments to Article 9 affecting filing office organization or search logic matters until the Article 9 Review Committee recently appointed by the Uniform Commercial Code's sponsors (the American Law Institute and the National Conference of Commissioners on Uniform State Laws) reports on suggested uniform amendments to Article 9 for passage by the States. Paul Hodnefield, co-chair, then provided an introduction of the range of topics that are also within the FOOSL mission and turned the meeting over to Kelly Kopyt, Director, Registries of Deeds, and Assistant Director, Corporations Division, of the Commonwealth of Massachusetts.

Kelly Kopyt provided an overview of IACA, the organization's goals, current projects and resources available through the IACA web site. She made it clear that IACA is committed to promoting uniformity, as evidenced by the influence it has had on some states (Alabama was specifically cited) and the various projects intended to disclose non-uniform jurisdictional practices, such as the jurisdictional guidelines. After some questions from the audience on IACA's role, Sue Collins, JPMorganChase, proceeded to explain what motivated Texas to amend 9-503, the process used to draft the amendment and what defined the final draft. Following a spirited discussion on the merits of using a driver's license safe harbor, the meeting moved into FOOSL business.

Since the Annual Meeting, the Task Force has continued with its monthly conference calls and is in the process of forming substantive area subcommittees to address specific matters, such as responding to suggested amendments to Article 9 by IACA and the response to those suggestions by the UCC Committee of the State Bar of California, and on the issue of safe harbors for individual debtor names. Further, the Task Force met with IACA in Salt Lake in mid-May. The Task Force participated in a joint meeting to discuss the mission statement of the Task Force and how we saw the utility of the Task Force as representative of the Business Law Section to IACA. Finally, the Task Force is preparing for the Annual Meeting. Currently planned is an hour debate between Steve Weise and Sue Collins on the benefit or detriment of State non-uniformity. See you in New York.

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