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The following excerpt is taken from Model Joint Venture Agreement with Commentary by The ABA Section of Business Law, Copyright 2006. 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
"International trade cooperation among States is an important factor
in the promotion of friendly relations and, consequently, in the
maintenance of peace and security. The interests of all peoples, and
particularly those of developing countries, demand the betterment of
conditions favouring the extensive development of international
trade."
-From the preamble to UN resolution 2205 establishing
UNCITRAL
These words, written in 1966, are as true today as they were then and are
certainly even more relevant in this era of increasing globalization.
Increasingly, when we speak of "international law," we are
speaking of the law that is governing international commerce and
cross-border transactions. The Section of Business Law is rising to the
challenges raised by this new environment by providing its members in the
United States and around the world with the tools, education, and network
to effectively practice in the global arena of international commerce and
acquisition.
Consider that...
- With 954 attorneys from outside the United States, the Section of
Business Law is second only to the Section of International Law when it
comes to international involvement in the ABA. There are 454 members who
actually belong to both sections.
- At our 2006 Spring Meeting, 132 attendees came to Tampa from outside
the United States, 30 from one Canadian firm, testifying to the quality of
the international topics presented and the value of the opportunity the
meeting provides to build the relationships crucial to cross-border
practice.
- The Section's Committee on Negotiated Acquisitions has published a
number of resources that have been tremendously well received, including
International Mergers and Acquisitions Due Diligence,
International Stock Purchase Acquisitions and
Model Asset Purchase Agreement: International Asset Acquisitions.
The Model Asset Purchase Agreement: International Asset Acquisitions provides for
the first time anywhere succinct comparisons of 33 countries' laws and
procedures pertaining to asset transactions.
- The Section participates in the United Nations Commission on
International Trade Law (UNCITRAL) as a Non-Governmental Organization
(NGO). Its involvement has included developing a form of letter for United
States companies to join the UN Global Compact.
When our Section engages in these and other projects with international
reach and global scope, we are advancing the same spirit that is expressed
in the UNCITRAL charter. We should all take pride in being a part of an
effort that will have such a significant and positive outcome.
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Alvin W. Thompson
Chair, Section of Business Law
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Substantive Consolidation. One of the most difficult issues
addressed in the bankruptcy of a large enterprise is the question of
substantive consolidation, namely whether affiliated entities in a
vertically or horizontally integrated enterprise will be consolidated for
purposes of satisfying the obligations of a bankrupt affiliate.
Eminent Domain. The United States Supreme Court, in Kelo v. City
of New London, set a new standard for government taking of private
property for purposes of economic development. Although the decision was
cheered by governments and developers, potential legislative action in
Congress and in several states is likely to blunt its impact.
Effective Use of Outside Counsel. As competition among law firms
for quality corporate representation intensifies, standard fee practices
such as hourly billing are increasingly under scrutiny as corporations
experiment with alternative fee arrangements such as project work, risk
sharing, and "partnerships" between inside and outside counsel to
maximize law firm cost-effectiveness and productivity.
Director Voting. At present nearly every state statute recognizes
plurality voting for directors as the standard. Proposed Amendments to the
Model Business Corporation Act would allow companies to adopt alternative
voting requirements.
Trademarks. The Internet presents new challenges to traditional
trademark law. Fairness has been the guiding principle in assessing
whether traditional trademarks have been infringed by the use of domain
names or by other Internet advertising phenomena, such as
"pop-ups", "pop-unders" and "pop-overs".
This article analyzes the current state of play and recent cases involving
alleged trademark infringement in cyber advertising.
Privacy. There is a public database of the owners of domain names
that is available on-line. This data often contains the name, address and
other personal information of the owner of a domain name. Concerns have
arisen as to whether privacy rights have been properly protected.
Dialogue with the Director. John White, Director of the SEC's
Division of Corporation Finance, shares his personal views on a variety of
topics of interest to securities and corporate lawyers, including
Sarbanes-Oxley §404, Rule 159, securities offering reform, and a
variety of SEC rule-making activities.
Practice Tips. Practice under the Uniform Commercial Code is
fraught with traps for the unwary. This program highlights a variety of
practice tips to avoid the most common pitfalls of UCC practice.
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The Committee on Corporate Laws (the Committee) of the Section of Business
Law of the American Bar Association (ABA) has released its finally-adopted
amendments to the Model Business Corporation Act (the Model Act) relating
to the process of the Committee carried out in accordance with its normal
procedures which require that all changes must receive three readings and
that no change in the Model Act may be adopted by the Committee until it has
received and considered comments on proposals published in The Business
Lawyer.
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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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