Newsletter of the ABA Section of Business Law
  Young Lawyer Forum
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FREE FOR ALL BUSINESS LAW MEMBERS


An Invitation from Young Lawyer Forum Chair Steven Mayer


Timothy M. Lupinacci
Spotlight on Young Lawyers
Timothy M. Lupinacci

Volunteers Needed! Get
Involved Now!

YLF Programming Hits New Heights

Featured Articles
  The Family Medical Leave Act
  Oil and Gas Private Offerings
  Who's Afraid of the Big Bad Lease? Ten Terms to Watch for in Commercial Leases
  Online Advertising in India. Regulations: Self and Otherwise

Upcoming Events
  Fifth Annual Institute for the Young Business Lawyer
  2008 Section of Business Law Spring Meeting

Get Published Now! Articles Needed!
Over 12,000 Young Business Lawyers Want to Hear From You!

Editorial Board:

Tracy A. Cinocca
    eNewsletter Editor
    Tracy A. Cinocca, P.C.
    (918) 488-9117

  An Invitation from Young Lawyer Forum Chair Steven Mayer
   
Steven Mayer Steven Mayer
Mayer & Glassman Law Corp.
Los Angeles


On behalf of the Business Law Section's Young Lawyer Forum, I invite you to join us for the Fifth Annual Young Business Lawyer Institute, scheduled for Thursday, April 10, 2008, at the Hilton Anatole Dallas, in Dallas, Texas, during the Section's Annual Meeting.

The Institute will feature an activity-filled day of seven timely and important "nuts and bolts" continuing education programming on such topics as: E-Discovery: What Every Business Lawyer Needs to Know Now; Contract Drafting and the Deal; A Different View on Credit Agreements - Representing the Borrower; A Practical Introduction to the Law of Electronic Payments; Understanding LLC Operating Agreements; Navigating Safe Harbors and Blue Skies - The abcDs of a Private Offering of Securities; and "Fun & Games": Hot & Exciting Business Law Practices in the 21st Century.

There will also be a networking lunch, a welcome reception, a leadership opportunity meeting, and a high-energy evening event. All of these opportunities are offered to you in a one-day package for the very low cost of $149, plus the cost of the optional dinner ticket. The YLF Social Committee is busy planning our always-popular post-Institute dinner. Place, time and ticket information will be announced soon. The dinner sells out quickly. If you register for the Institute now, then you will be contacted as soon as tickets go on sale.

The Institute program brochure and registration information are now available by clicking here.



The YLF: A Wise Choice and Wonderful Opportunity

With more demands upon us than time, one-stop opportunities such as those offered by Young Lawyer Forum are a wise choice. The Young Lawyer Forum serves as a center of gravity for business lawyers under the age of 40 or in practice for less than 10 years. Every Business Law Section lawyer member who meets these criteria is automatically a member of the Young Lawyer Forum. The Form provides its members with numerous opportunities for education, training, networking, socializing, leadership and business development. The Forum also strives hard to integrate its members into the Section's substantive committees and to assist them in finding a home in active Section work.

Make friends, generate business, network with lawyers from around the world, join a committee and learn something new. Your firm might even sponsor you.

We encourage your participation and activism, and look forward to seeing you on April 10, 2008! You are welcome to contact me at smayer@mglawcorp.com (310-207-0007) for more information, or just to say hello.


Steven M. Mayer
Mayer & Glassman Law Corp., Los Angeles
smayer@mglawcorp.com



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  Spotlight on Young Lawyers
 
Timothy M. Lupinacci Timothy M. Lupinacci
Baker Donelson Bearman, Caldwell & Berkowitz, PC


What is the name of your firm or corporation and office location?
Baker Donelson Bearman, Caldwell & Berkowitz, PC. Birmingham, Alabama


How would you describe the type of business law practice you have?
I am a member of the firm's Bankruptcy and Restructure Practice Group. My practice focuses primarily on the representation of special servicers, banks, financial institutions and asset-based lenders in loan workouts and insolvency, with an emphasis on creative restructuring of problem loans in long-term care and seniors' housing defaults. In addition, I serve as Office Managing Shareholder for the Birmingham Office of Baker Donelson.


What leadership positions did you hold in the Young Lawyers Division, if any?
I served as Bankruptcy Committee Chair, (1997 – 1998); Committee Director, (1998 – 1999); Liaison Coordinator (1999 – 2000); Committee Director, (2000 – 2001); and Membership Chair (2002 – 2003). I also served as YLD Liaison to the ABA Standing Committee on Membership and YLD Liaison to the Section of Business Law.


How did you become involved in the Section of Business Law (the "Section")?
I became involved in the Section as a second year associate through the Section's Business Bankruptcy Committee. The Business Bankruptcy Committee meets in conjunction with the National Conference of Bankruptcy Judges. My mentor had me attend the National Conference of Bankruptcy Judges meeting with him. I was then introduced to the Section's Business Bankruptcy Committee and therefore the Section.

I remained distantly involved in the Section for a number of years through some of the Bankruptcy Subcommittees. I became more involved in Section activities when I applied for and received a position as a Section Fellow for the years 1999 - 2001. As a Fellow I was appointed to the Business Bankruptcy Committee. In addition, following the Fellowship I served as YLD Liaison to the Section. My initial draw into the Section, however was to through the substantive work of the Business Bankruptcy Committee and its Subcommittees.


What roles have you held in the Section and what is your current position?
Following my service as a Fellow and YLD Liaison to the Section, Steve Weise appointed me as Section's Membership Chair in 2003. I served in that role through 2007, including the implementation of the Membership Point Person initiative. I served as the Inaugural Chair of the Young Lawyer Forum ("YLF") that started in 2004 during Barbara Mendel Mayden's year as Chair of the Section. I served as YLF Chair for two years. In August 2007, I became a member of the Section's Council. My term on the Council will expire in 2011. In August 2008, I will become Chair of the Section's ABA Relations Committee.

Within the Business Bankruptcy Committee, I have served as Vice Chair of the Chapter 11 Subcommittee, 2005 - present; Vice Chair, Litigation Subcommittee, 2003 - 2005; Vice Chair, Legislation Subcommittee, 2002 - 2003; and Vice Chair, Membership, Minorities and Young Lawyers Subcommittee, 2000 – 2002.

Through the Section's support and efforts, I served as a member of the ABA Standing Committee on Membership (2003-2006) and currently serve as a member of the ABA Standing Committee on Technology.


What value have you found in your Section membership?
The leading business lawyers in the country are actively involved in the Section. The opportunity to interact, learn and work together with luminaries in the profession has been invaluable to me in building my own expertise and expanding my practice on a national level. It is through relationships that I have built through the Section that I have been able to grow my own practice. The leadership skills that I have developed in the Section have been invaluable as I have taken leadership roles in my firm. Through the Section, I am able to keep on top of the latest business law developments as they evolve so that I am better able to serve my clients. I remain on the cutting edge of emerging legal trends through the Section's publications, programs and website.


Why would you encourage young lawyers to become involved in the Section?
The Section is the best value proposition for young lawyers in learning the law. The practical advice, training, tools and programs are second to none. The interaction with top-notch counsel from around the country will assist in elevating your expertise and network of referral sources. Not only will you become a better lawyer through membership in the Section by taking advantage of all these various resource, but you will also create a network of referral sources that will help with your marketing and client development. I do not think that there is any better place for a young lawyer to grow and mature in the substantive areas of law, professional development, marketing and networking than in the Section.


What advice would you give a young lawyer to help become more active in the Section?
Be persistent in your efforts to become involved in the Section. You should define your objectives for participating in the Section and pinpoint those efforts that will help you met your goals. Be prepared to do what may be "unglamorous" work for a Committee or Subcommittee. When I had been practicing bankruptcy law for four years, I found a particular area of interest in one of the Business Bankruptcy Subcommittees. At a Spring Meeting of the Section in Nashville, I attended a meeting of a Subcommittee focused on the area of interest. At that meeting, the leaders of the Subcommittee were looking for volunteers to summarize recent cases on the topic for an annual compendium that was distributed. I volunteered to work on the project. Working with the chair of the Subcommittee, lead to an idea for a seminar presentation at the following years' Spring Meeting. I was asked to participate based on my work summarizing cases for the compendium.

In the audience at the presentation was the editor of a leading bankruptcy treatise. The treatise needed an attorney to fill an opening on a chapter on the specific area of business law that was the subject of the program. He asked me to serve on the editorial board of the treatise to address updates on the particular chapter. I have now spoken at several seminars hosted by the treatise and published many articles on the topic. A lot of these opportunities began with a commitment to do a job that other attorneys on the Subcommittee did not want to undertake.


Any other words of wisdom for young lawyers?
I encourage all young lawyers to make sure that in addition to learning the law and developing their practice, that they remember the importance of giving back to the profession. One critical way that a young lawyer can do this is involvement in the Section. The Section is involved in the cutting edge development of various areas of the law, focuses significant effort on pro bono opportunities and other ways to give back to the profession and the community. I believe that this is an inherent responsibility and obligation that we have as attorneys.


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  Volunteers Needed! Get Involved Now!
   
The Section of Business Law Committee Chairs need your help planning Continuing Legal Education classes, writing articles or research, in public service activities, and other general section matters or projects. For example, the Commercial Finance Committee is looking for a young lawyer to help provide administrative support to the chair and place on a leadership path now. This is a great way to become a recognized and active member of the Section! Any Committee Chair can be contacted directly by clicking here! Get involved! Contact a committee chair for more information today!



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  YLF Programming Hits New Heights
   
Aaron D. Lovaas Aaron D. Lovaas, YLF Vice Chair and Chair of the YLF Solo and Small Firm Subcommittee
At the Business Law Section Spring Meeting in Dallas this April, YLF programming will expand beyond the Institute for the Young Business Lawyer to offer additional section–wide CLE programming as well. I am very pleased to be chairing the Solo and Small Firm Subcommittee's general CLE program entitled "Rainmaking, Retention and Referrals: The Three R's of Solo and Small Firm Client Development." The program will be presented on Saturday, April 12 at 10:30 a.m. For those of you who may not have attended the ABA Annual Meeting in San Francisco this past August, this program was first presented there and garnered very positive reviews. It was also the first YLF program presented at an Annual Meeting. Obviously, that was a great step forward for the YLF with which I was honored to be involved.

The "Three R's" program focuses on the tools for client development within the solo and small firm environment – yes, there are those of us who practice business law as solo practitioners and within small firms. I was struck, however, by the larger firm practitioners who attended this program at the Annual Meeting and commented that the same tools applied to their own practices, either on a larger scale or, more commonly, to the individual lawyer developing his or her own client relationships.

In any event, this program will provide tips and techniques in areas such as (1) initial communication with potential clients, in the nature of marketing oneself (Rainmaking); (2) techniques, including office practices, designed to retain current clients and develop those clients into sources of new and ongoing work (Retention); and (3) building a network of referral sources through third parties, such as other professionals (Referrals).

As the Program Chair for the "Three R's" program and the Moderator of that program at the Annual Meeting, I can personally attest to the fact that there is something for just about every lawyer – young and not–so–young – to take away from the program and put into practice almost immediately. The program materials from the Annual Meeting version of the "Three R's" program are available through the Business Law Section's portion of the ABA website. Take a look and hopefully I will see you on Saturday morning in Dallas.



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  Featured Articles
   

Tracy A. Cinocca The Family Medical Leave Act
Tracy A. Cinocca, Tracy A. Cinocca, P.C., Tulsa, OK
A general rule in many states is that an employment contract is terminable-at-will, which means that either the employer or the employee has the right to terminate the employment at any time for any reason or no reason at all, without liability to the other for doing so. The Family Medical Leave Act ("FMLA") modifies this rule in that covered employers may not terminate a person who provides notice of a need for leave that qualifies under the FMLA. "As a general rule, an employee is not entitled to recover for lost time where there is no agreement to that effect, or where the contract of employment allows compensation only for the days the employee works." 30 C.J.S. Employer—Employee § 135 (2005). Likewise, as a general rule an employee is not entitled to recover for lost time when there is no agreement to that effect either. 30 C.J.S. Employer—Employee § 135. Similarly, the FMLA provides for unpaid leave and the restoration of the employee on leave to his position, if he is still able. It applies to an employer with fifty or more employees at a given location, or an employer who has granted employees such right in an employment manual.


More...



Anne Marie Fallon
Ronald K. Lembright
Oil and Gas Private Offerings
Anne Marie Fallon and Ronald K. Lembright, Roderick Linton LLP, Akron, OH

Most sales of securities to investors are registered with the Securities and Exchange Commission (the "SEC") and under applicable state securities laws. However, certain offerings are exempt from registration under Regulation D of the Securities Act of 1933. See 17 CFR 230.501-506. According to a statement issued by the magazine Private Equity International in May 2007, the total private equity capital raised by the top 50 private equity firms since January 1, 2002 totaled $551 billion. Executive Summary, Private Equity International, May 2007. The private equity market allows emerging companies in many industries, such as oil and gas, to cost effectively raise capital through a private placement memorandum.



  More...




Kate Henry Who's Afraid of the Big Bad Lease? Ten Terms to Watch for in Commercial Leases
Kate Henry, Bailey Law Group, Washington, DC
Navigating a commercial lease can be like wading through shark-infested waters – the language may look familiar and favorable, but lurking in the next sentence could be a clause that jeopardizes your client's interests. While all leases are different in format and scope, the following ten terms generally appear in the majority, and are worth getting to know before you jump in to a negotiation on behalf of a client.


More...



Sajai Singh Online Advertising in India. Regulations: Self and Otherwise
Sajai Singh, J Sagar Associates, Bangalore, India
Advertising is essentially a thing to induce consumption to make people buy things they do not want.

In a developing economy like India, advertising has a profound impact on how people understand life, the world and themselves, especially with regard to their values, choices and behaviour. Advertising is considered to be the cornerstone of our socio-economic system. Advertising may be viewed as the lifeline of free media, paying costs and making media widely accessible.

An Advertisement may be defined as paid-for communication, addressed to the public or a section of it, the purpose of which is to influence the opinions or behaviour of those to whom it is addressed. Any communication which in the normal course would be recognized as an advertisement by the general public would be included in this definition even if it is carried free-of-charge for any reason.


More...


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  Upcoming Events
   


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  Get Published Now! Articles Needed!
   
Over 12,000 Young Business Lawyers Want to Hear From You! There are over 400,000 ABA members of which more than 57,000 are Business Law Section members, in addition to the general public, that will have access to your article through high ranking search engine results. Your article will also be memorialized on the ABA website. The Young Lawyer Forum is collecting articles for future newsletters which are circulated to our members worldwide. Please send your submissions to Tracy A. Cinocca at TracyCinocca@aim.com.

Articles should be 1500 words or less, and on any topic of interest to young lawyers. From short scholarly articles, to practice tips, reviews/summaries of a Section program, life in the trenches, interesting pro bono projects, humorous looks at life and the law, or even how you balance work and personal life. We appreciate your help in making this newsletter a success.


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The Section of Business Law of the American Bar Association
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