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The following excerpt is taken from The Portable Bankruptcy Code & Rules, 2006 Edition by Sally M. Henry, Copyright 2005 by the ABA Section of Business Law. 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
"The facilities and technology were impressive. Also, there were lots
of networking opportunities that were accessible even to a
newcomer."
"The camaraderie cannot be beat, seeing long time friends, getting to
know newer younger people, also great programs! Lots to learn at every
level, an exceptional meeting."
These comments from attendee evaluations from the 2005 Spring Meeting are
reflective of the pride the Section takes in this annual event. Planning
for our Spring Meeting in Tampa, April 6-9, is in its final stages. If you
will be attending the Spring Meeting (and I certainly hope you are) now is
a great time to think about how you can make the most of your
experience.
If You Are a First-Time Attendee or Law Student:
- Review the Helpful Tips for First Time Attendees on the Spring Meeting
Web site
-
Be sure to attend the Committee Roundup and First-Timers' Reception on
Thursday, April 6, from 5:00 p.m. - 6:00 p.m. It is one of the best ways to
learn about the Section. From there, go to the Welcome Reception.
- Visit the Internet Cafe/Expo Area to check your e-mail and find out about
the Section's products and services.
- Do not hesitate to ask questions about how you can get involved in
committees or how to navigate the meeting. Look for Section leaders and
staff wearing special "Ask Me" buttons. They are all ready and
eager to answer any question you might have.
-
Law Students, learn about in-house practice, plus what to expect once
you're inside. This free program will be held on Wednesday, April 5, from
5:00 -7:00 pm at the Tampa Law Center, Stetson University College of Law.
If You Are a Young Lawyer:
- Take advantage of the Institute for the Young Business Lawyer on
Thursday, April 6.
- Buy a ticket for the Young Lawyer Forum dinner!
Join the Young Lawyer Forum at Jackson's for a great
opportunity to make new friends and catch up with old ones. The dinner
will be on Thursday, April 6 at 8:00 p.m. Tickets are on sale now.
-
Learn how to go in-house!
Join the Young Lawyer Forum, the
Committee on Corporate Counsel and the Committee on Diversity for a lively
panel discussion to learn about in-house practice and the credentials and
work experience generally expected for an in-house job, plus what to expect
once you're inside. There will be ample opportunity to pose that age-old
question, "How Did You Land That Great In-House Job?" This free program
will be held on Wednesday, April 5, from 5:00 - 7:00 pm at the Tampa Law
Center, Stetson University College of Law.
- Be sure to drop by the Young Lawyer Forum Hospitality Suite, Wednesday
evening, April 5, from 9:00 p.m. - 11:00 p.m. and Friday evening, April 7,
from 10:00 p.m. - Midnight.
- Attend the Young Lawyer Forum Meeting on Thursday, April 6, from 4:00
p.m. - 5:00 p.m. to get useful information about the Section and how you
can become involved.
Tips For All Attendees
- Get to know contemporaries in your substantive area by attending a
committee dinner. Ten of our committees will be hosting these fun (and
always memorable) events that are open to all registrants. Visit the
Committee Dinner page on the Spring Meeting website to learn more.
- Watch for the online program book and program materials, which will be
available in mid-March.
- Be sure to attend the Welcome Reception on Thursday, April 6, from 6:00
p.m. - 8:00 p.m., and the complimentary Committee on Diversity Business Card Breakfast on
Friday, April 7, from 7:30 a.m. - 9:00 a.m.
- Sign up for the Section luncheon and Section dinner on Friday, April 7.
Consistent with our ABA-wide theme this year of a "Renaissance of
Idealism in the Legal Profession," the luncheon speaker will be Robert
K. Goodwin, who is the President and Chief Executive Officer of the Points
of Light Foundation.
-
Join the Committee on Pro Bono for a FREE breakfast on Friday, April 7,
from 7:30 - 9:00 a.m. Talk with the local pro
bono community and hear the winners of this year's National Public Service
Awards speak.
- Also, consistent with our ABA theme of a "Renaissance of Idealism in
the Legal Profession," plan to join in the Section's Public Service
Project, Saturday April 8 from Noon - 2:00 PM. This year the Section will
host a party for the children of the "Spring of Tampa Bay," a
local domestic abuse shelter; volunteers will work directly with the
children and enjoy a party with games, prizes, stories and other
fun.
- Stay in touch with things back at the office by taking advantage of the
complimentary Internet Cafe and the wireless internet service that will be
provided in all meeting areas.
- Use your easy-to-carry CD-Rom, which will include all original and
supplementary program materials and will be given to you at the
registration desk.
Guests
- Take advantage of the sightseeing tours of Ybor City on Thursday, April
6, from 9:00 a.m. - 1:00 p.m.; the Historic Vinoy Resort and Dali Museum on
Friday, April 7, from 9:00 a.m. - 4:00 p.m.; and Big Cat Rescue on
Saturday, April 8, from 9:00 a.m. - noon.
- Finally, remember that while you can register for the meeting onsite, the
deadline for advance registration is March 17.
See you in Tampa!!
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Alvin W. Thompson
Chair, Section of Business Law
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Enforceability of Affiliate Guarantees in Consolidated Bankruptcies.
The Third Circuit Court of Appeals, in a recently-decided case
involving the consolidated bankruptcies of Owens-Corning and its 17
affiliated entities (In re Owens Corning, 419 F.3d 195 (3d Cir.
2005)), ruled that the "deemed consolidation" of the affiliated
debtors that would have eliminated intercompany guarantees was
inappropriate, and that the creditors were entitled to rely on the separate
guarantees of each debtor affiliate.
Indemnification of Expenses and the "Unclean Hands"
Limitation. In a recently-decided case, Homestore, Inc. v. Tafeen,
--- A.2nd --- (Del. 2005), the Supreme Court of Delaware recognized
the "unclean hands" exception to the obligation to advance legal
expenses for a party entitled to indemnification, yet held that the
evidence in the case did not warrant applying the exception.
Obligation to Creditors of an LLC.The Delaware Court of Chancery,
in Blackmore Partners L.P. v. Link Energy LLC, (Del. Ch. Oct. 14,
2005), held that directors of a limited liability company owed no duty to
the owners of the LLC once the organization slipped into the "zone of
insolvency", thus minority equityholders could not maintain a suit
against the directors when the entire proceeds of the sale of the company
went to its creditors.
New Accounting Rules Applicable to the Disclosure of Environmental Remediation Costs.
In December 2005 a new accounting standard (FIN 47)
became effective, tightening the reporting standards for environmental
liabilities and requiring companies to reflect future environmental cleanup
obligations on their balance sheets.
CERCLA Liability and the Standard of "Appropriate Inquiry".
In 2002 CERCLA was amended to offer liability protection to the
purchaser of contaminated property, and to contiguous and innocent
landowners, provided such parties conducted "all appropriate
inquiry" into the prior uses of the property prior to its purchase. In
November 2005 the Environmental Protection Agency issued its "All
Appropriate Inquiry Rule", setting forth the procedures purchasers and
other parties must follow to be protected from CERCLA liability.
Perfection of Security Interests in Personal Property of Foreign Debtors.
An analysis of the application of UCC Rev. §9-307 (c) to
security interests in the personal property of foreign debtors.
Personal Property Secured Transactions and the New Bankruptcy Code.
A summary of the impact of the 2005 Bankruptcy Code Amendments on
personal property secured transactions arising in business cases.
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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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