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The following excerpt is taken from Financial Statement Analysis and Business Valuation for the Business Lawyer by
Robert B. Dickie, Copyright 2006 by 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
I look forward to greeting all of you who will be attending the Annual
Meeting in Hawaii. Various committees have planned excellent programs and
are holding working meetings. I remind you that the online program book is
available now to help you plan your time at the meeting.
Whether or not you are attending the Annual Meeting, I encourage you to
take a look at the program materials, which are already in the Section's
online Program Library. Using the library's search engine, you can pull up
the materials being presented at the Annual Meeting by your substantive
committee or in your practice area.
After the Annual Meeting, recordings of all CLE programs will be available
for purchase. The Section has contracted with a new vendor that is able to
deliver these recordings on CD and in MP3 format; this new technology was
very well received at the Spring Meeting in Tampa. This is an excellent
way to take advantage of programs you are not able to attend. Order forms
will be available through the Program Library.
The Section's service to the profession and to the public is only made
possible through the efforts of its outstanding committees, and the
Section's committees are only effective because of the able leadership
provided by the dedicated individuals who chair those committees and serve
on the Section's Council. Thus, I extend a special thank you to the
members of the Section's Council and our Committee Chairs, who contribute
countless hours in support of the Section's mission each year.
My term concludes at the Annual Meeting. Linda C. Hayman is the incoming
Chair of the Section, and I am certain that, like me, she will find her
year as Chair of the Section to be professionally and personally rewarding.
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Alvin W. Thompson
Chair, Section of Business Law
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The New Bankruptcy Act. An analysis of the most important changes
affecting consumers and their creditors under the new Bankruptcy Act and
recent case law.
Remarks by the Former Director of the Division of Corporation Finance.
As featured speaker at the annual luncheon meeting of the Section's
Committee on Federal Regulation of Securities, Alan Beller, former Director
of the SEC's Division of Corporation Finance, reflected on the
accomplishments of the Commission during his tenure as Division Director
and the challenges and opportunities that lay ahead, particularly in the
use of technology for the delivery of information.
Securities Case Law Developments. Summaries of recent judicial
decisions and administrative rulings involving federal securities laws and
state law.
Conflicts of Interest in Acquisitions. A recent series of cases in
the Delaware Chancery Court have clarified the responsibilities of a
special board committee evaluating an acquisition where there are conflicts
of interest among the parties to the transaction.
Foreign Acquisitions of U.S. Companies. The firestorm of
controversy sparked by the recent acquisition of Peninsular and Oriental
Steam Navigation Company, the manager of several port facilities in the
U.S., by Dubai Ports World, has resulted in congressional focus on the
Exon-Florio amendment to the Defense Production Act. Several bills are
pending before Congress that would extend Exon-Florio pre-acquisition
review to transactions not traditionally covered by its provisions.
Limitations on Indemnification and the "Fraud Exception".
In the Arby Partners case, the Delaware Chancery Court recently
confirmed that public policy will preclude a party from contractually
limiting its liability for its own fraud. In drafting acquisition
agreements, buyer's counsel may seek to extend the scope of the "fraud
exception" with potentially adverse consequences for the seller.
Sarbanes-Oxley and Non-Profit Corporations. An overview of
Sarbanes-Oxley and its potential implications for non-profit corporations
and their boards of directors.
LLP and LLC Case Law Developments
Summaries of recently decided cases involving limited liability
partnerships, limited liability companies, and other unincorporated
business enterprises.
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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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In remarks to the Section's
leadership at the Section Spring Meeting in Tampa Florida, retired Skadden
Arps partner and M&A author and superstar Jim Freund, recently selected
as one of the Section's Business Law Advisers, provided an entertaining
reflection on his retirement from the active practice of law, his
enthusiasm for "life after practice," and the role retired
lawyers can play in giving back to their communities.
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