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The following excerpt is taken from In-House Counsel Essential Toolkit by Committee on Corporate Counsel,
Copyright 2007 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, Linda Hayman
Professor Richard Sander's 2006 article in the North Carolina Law Review,
"The Racial Paradox of the Corporate Law Firm"
has sparked an intense debate - in law reviews, in the press
and in the blogs. But nowhere has Professor Sander's research been
skillfully dissected than by the panel at the recent National Conference
for the Minority Lawyer. UCLA's Professor Sander was joined
by Harvard's David Wilkins, Pillsbury Winthrop partner Kevin Fong, and
Morgan Lewis partner Joan Haratani. And the result was a provocative and
illuminating plenary session.
Although non-whites account for nearly two fifths of all attorneys, they
make up less than four percent of the partners at large law firms.
Professor Sander summarized his own research into big law firm decision
making as follows:
- The big law firms rely mostly on grades and law school eliteness in
hiring new associates, and over the past generation, grades seem to have
grown in importance while eliteness has declined in importance. The big
firms also have strong goals for minority representation among new
associates; therefore they use hiring preferences, which range from mild in
the case of Asians to very large in the case of blacks. This means that at
any given elite firm, there's a grade gap between minority and white
associates, which is especially large for black associates.
- Grades are closely related to success in the firm - not, I would suggest,
because anyone pays attention to grades after the initial hiring decision,
but because grades are linked to performance. A panel study of some ten
thousand University of Michigan law graduates shows that, among white grads
who get jobs at big firms, those with grades in the top tenth of their
class are more than twice as likely to make partner as those with grades in
the middle of their class.
Professor Wilkins rejected the notion that affirmative action had
backfired, questioning whether grades alone predicted the success or
failure of non-white associates at law firms. Irrespective of any
"grade gap" between whites and non-whites, Professor Wilkins
stressed the importance of the networks formed by graduates from elite law
schools.
- The socialization and networking benefits of graduating from an elite
school undoubtedly help to explain why a degree from such an institution is
universally considered to be a valuable credential in the job market. Even
if we credit Sander's analysis of the information on starting salaries in
the AJD Study, it is evident this credential provides a more visible and
durable market signal than all but the highest grade point average. Over
time, employers simply stop inquiring about grades. Similarly, applicants
are likely to have an increasingly difficult time working their good grades
into the conversation. Where one went to law school, on the other hand, is
always apparent.
Was there a winner in the debate? No, not in the traditional sense. The
importance of the event was the dialogue itself. That such potentially
divisive statistics could be calmly discussed by such well-meaning people
in such a thoughtful manner gives one hope.The audience was not divided by
the discussion, but illuminated by it.
If you were not able to attend the National Conference for the Minority
Lawyer this year, I hope you will take some time to read the excellent CLE
materials from the conference.
The National Conference for the Minority Lawyer is sponsored jointly by
the ABA's Commission on Racial & Ethnic Diversity in the Profession and the
Section of Business Law. Section members
Jacqueline Parker (Co-Chair, Committee on Diversity),
Frances Gauthier (Co-Chair, Business Law Fellows and Ambassadors),
Scott Sullivan (Business Law Ambassador)
and
Agnes Bundy-Scanlan (Chair, Committee on Consumer Financial Services' Subcommittee on Compliance Management)
served on the Planning Committee for the conference.
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Linda Hayman
Chair, Section of Business Law
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These program materials, containing more than 300 pages, and the audio from
the program, provide a useful summary of some of the most current issues in
antitrust law.
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Presented by the Committee on Antitrust Law at the 2007 Spring Meeting - March 15-18, 2007.
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The antitrust treatment of resale price maintenance (RPM) agreements may
soon change significantly. Instead of being judged under the per se rule,
RPM may come, like most competitive conduct, under the rule of reason. The
implications of that change are profound. Since this newsletter, the
United States Supreme Court has issued a decision in this case.
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The Sarbanes-Oxley Act illustrates the perils to corporations that fail to
devote sufficient attention to the protection of the company's trade
secrets. One of the Act's central goals is the accurate valuation and
protection of a company's assets.
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Avoid ethics problems in transactional matters by reviewing these excellent
materials and listening to the audio of this program.
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In the April 2007 edition of eSource, we provided a short summary of
a dialog with John White, the SEC's Director of the Division of Corporate
Finance. Now, you can listen to the audio of this very informative
program.
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The second Legal Opinion Risk Seminar (LORS II) was held in April. Review
the highlights of LORS II.
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The fiduciary obligations of a selling corporation's board of directors in
the context of a corporate sale transaction, and the permissible scope of
so-called "deal protection" measures, have been the subject of
frequent analysis in both case law and legal commentary. The fiduciary
obligations of a buyer's board in connection with such a transaction,
however, have received scant attention until a recent decision of the
Delaware Court of Chancery.
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The term "boilerplate" connotes standardized one-size-fits-all
provisions. Yet many of the provisions often referred to as boilerplate are
anything but. For example, the representations, warranties, covenants, and
conditions in one acquisition agreement may seem similar to those in
another acquisition agreement. Nonetheless, an understanding of the legal
and business effect of these provisions reveals that the differences are
far more important than the similarities.
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These extensive materials, and the audio program, cover such issues as
managing the relationship with outside auditors, SEC cases against
attorneys, securities fraud prosecutions, and pitfalls in government
procurement contracts.
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Presented by the Committee on White-Collar Crime at the 2007 Spring
Meeting, March 15-18, 2007.
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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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