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The following excerpt is taken from Annual Review of Developments in Business and Corporate Litigation, 2005 Edition by the ABA Section of Business Law, Copyright 2005 by the American
Bar Association. Reprinted here with permission. The material contained herein represents the
opinions of the authors and editors and should not be construed to be the action of either the
American Bar Association or the Section of Business Law unless adopted pursuant to the bylaws of
the Association. Nothing contained herein is to be considered as the rendering of legal advice for
specific cases, and readers are responsible for obtaining such advice from their own legal counsel.
To request reprint permission, contact the Manager, Copyrights and Licensing, at (312) 988-6102.
For the complete excerpt, click here
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Message from the Chair, Alvin W. Thompson
"To understand the importance of volunteering in America, imagine a
world without any volunteers."
That sentence really caught my eye as I was reading a draft of a report
related to the ABA's Commission on the Renaissance of Idealism in the Legal
Profession. The Commission was formed this year by ABA President Michael
S. Greco, who issued a call for a "renaissance of idealism in the
legal profession -- a recommitment to the noblest principles that define
the profession: providing legal representation to assist the poor,
disadvantaged and underprivileged; and performing public service that
enhances the common good."
The ABA Section of Business Law has a rich history of supporting these
principles and its members who put them into practice. Our Pro Bono
Committee serves as the locus for the ABC (A Business Commitment) Project,
a national network of pro bono business law projects that assists the poor
with financial and debt concerns, provides legal assistance on formation
and governance issues to nonprofit agencies, and supports small business
owners in economically challenged areas. We always want to do more as a
Section in this area and to help our members do more. If you have ideas or
suggestions as to how we can, please contact the Pro Bono Committee Chairs
Peter Carson or Kathleen Hopkins. Their contact information can be found
on the committee's Web site.
Beyond the traditional definition of pro bono legal service, there are
numerous other kinds of opportunities for members of the legal profession
to serve their communities. By serving on nonprofit boards and in
community organizations, attorneys also convey the message that they care
deeply for the well being of their fellow citizens.
The Commission's Web site states: "Many of today's young lawyers enter
the practice of law expecting to find opportunities to engage in these
kinds of activities. Yet many soon become disappointed and frustrated as
the demands of their law practice severely limit the time and opportunities
they have to contribute to society. For veteran lawyers as well, the
pressures and pace of law practice often make it difficult to participate
in the life of their communities." The Web site also observes that:
"If we are to change this situation, lawyers must be able to strike a
better balance in their lives and law practices. The key to that balance
is freeing up time -- in law firms, in government offices, in any setting
where a lawyer practices law -- for lawyers to perform public service, to
volunteer their legal training to those in need, to help improve their
communities, and in the process to find greater fulfillment in their legal
careers."
The Section's Council has voted to co-sponsor the Commission's resolution
to the House of Delegates resolving that the ABA urge all lawyers to
contribute to the public good through engagement in community service
activities in addition to their obligation to deliver pro bono legal
service, and that the ABA also urge legal providers and employers to adopt
policies and practices that afford lawyers the time and opportunity to
engage in such activities.
I encourage each of you to visit the Web site
of the Renaissance Commission
and follow the developments of this important initiative. I also hope that
each of you will join me in reflecting on the principles the Commission
espouses, appreciating how these principles have enriched our careers and
our lives and looking for ways we can make them a more visible part of the
future of our profession.
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Alvin W. Thompson
Chair, Section of Business Law
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Risk Management. An overview of an effective compliance and risk
management program for financial services companies.
Indemnification. An analysis of recent developments in the
indemnification of directors and officers of companies in crisis.
Securities Offerings. An overview and analysis of proposals to
reform the process for public offerings of securities.
Internal Investigations. A summary of practical considerations in
the conduct of internal investigations, with particular emphasis on the
changing landscape since the adoption of Sarbanes-Oxley.
Jurisdiction. An analysis of the recent decision of the Federal
District Court for the Southern District of New York confirming the
exclusive jurisdiction of the Office of the Comptroller of the Currency to
enforce state law against national banks and their subsidiaries, and
confirming that the New York State Attorney General has no such authority.
Corporate Restructuring. A summary of the recent amendment to
Section 271 of the Delaware General Corporation Law that clarified that a
vote of a parent corporation's stockholders is not required for the
drop-down of assets into a wholly-owned subsidiary, essentially settling an
uncertainty raised by the Delaware Chancery Court in its decision in
Hollinger International Inc. v. Black.
Partnerships and Unincorporated Businesses. A summary of the recent
amendments to the Delaware Partnership Act and the Delaware Limited
Partnership Act, including the clarification that a partner or member of a
Delaware limited liability company, partnership or limited partnership is
bound by the terms of the limited liability company agreement or the
partnership agreement, whether the member or partner actually signs that
agreement.
*NEW RECURRING FEATURE*
Special Features from the Committees on Corporate Counsel and Corporate
General Counsel
Law Department Structure. A discussion of the optimum structure of
the Law Department to address the challenges of today's global business
environment, with an emphasis on the use of benchmarks and metrics to
evaluate Law Department effectiveness.
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Committee Spotlight
To learn more about or join the committees that contributed to this month's practice points, just click on the committee name below.
Section members are eligible to join the Section's committees at no
additional cost. Become involved or simply stay in the information
flow. It's FREE!
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Nominations Sought for Section Leadership Positions
Do you know anyone who has what it takes to be a good
Section leader? Well, the Nominating Committee of the Section needs your
recommendations for leadership positions for the 2006-2007 association
year. Nominees will be selected for: Chair-elect (who automatically assumes
the position of chair the following year); Secretary (who automatically
assumes the position of vice chair the following year); Budget Officer; One
Section Delegate to the ABA House of Delegates for a three-year term
expiring in 2009; and five additional Council members for a four-year term
expiring in 2010. The Nominating Committee will take into account the
following principles in making its selections. It will: select nominees who
have been substantial and active contributors to the Section; seek
geographic diversity in the leadership of the Section; strive for
representation from a broad cross-section of the areas of law represented
in the Section; and seek to draw leaders from a broad cross-section of the
various sectors of practice, including corporate law departments,
government, academia and private law firms; and actively recruit nominees
that reflect the diversity of the Section.
Please send your nominations by email to suedaly@staff.abanet.org no later than December 12.
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