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Message from the Chair, Charles E. McCallum
Shaping the Law
The heart and soul of our Section is found in our Committees, which offer
our members a remarkably broad range of opportunities for hands-on
engagement in a variety of projects, programs, and publications. These
range from the drafting of model documents (for example, the
Committee on
Negotiated Acquisitions Model Asset Purchase Agreement: International
Asset Acquisitions), to collaboration with the United Nations
Commission on International Trade Law (UNCITRAL) on trade law harmonization
initiatives, to high-profile national institutes and programs on breaking
legal issues, to the high-level interaction of the
Committee on Federal
Regulation of Securities with the U.S. Securities and Exchange Commission
through comment on proposed rules and regulations, to writing an annual
survey of developments in an important area of business law. In these
activities our members shape the development of the law and contribute to
its improvement, as active participants in Committee activities.
Over the next several years, the Section will increase its focus on the
global aspects of the practice of business law. Virtually all of the
Section's substantive and professional Committees have subcommittees with a
global or transnational focus. Our Committee
on International Business Law
has recently added grown past 1,000 in number, with more than 10% of its
members being non-US lawyers.
The Section will also increase its emphasis on professionalism in the
business law practice. Successful initiatives of our
Committee on
Professional Responsibility reconfirm the deep commitment of business
lawyers to the ethical foundations of the practice. The Section will
continue to play a leading role in safeguarding the attorney-client
privilege, as threatened by prosecutorial demands for waiver and by
proposed anti-money laundering rules.
Although we pursue long-term projects and goals, the Section also responds
to current developments. For example, later this month (September 19 and
26) The Committees on Consumer Financial Services,
Banking Law and
Business
Bankruptcy will present the Subprime Lending Crisis Series - two
90-minute teleconferences and live audio webcasts. Click here for detailed
information on these programs.
If you are not presently a member of the Committees most closely related to
your practice, take a minute to join. It can be done on-line, at no charge.
If you are already a Committee member and would like to become more
actively involved, send an e-mail to the Committee Chair. You will be
welcomed with open arms.
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Charles E. McCallum
Chair, Section of Business Law
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Based on a merger drawn from the business pages, panelists walked a CEO
through the merger process, including transaction structure, pre-merger
notification, antitrust issues and pre-merger coordination and planning.
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Unlike prior M&A binges, the 2007 acquisition market is marked not by
companies buying companies, but by private equity and hedge fund
acquisitions of companies. This trend is increasingly bumping up against
federal and potentially state banking laws as acquisitions are attempted of
companies that directly or indirectly control or want to control regulated
financial institutions.
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The student lending industry has been on the front pages of newspapers
across the country. This program discussed recent developments and
concerns facing lenders and schools: federal and state legislative and
enforcement initiatives, codes of conduct and regulatory activity.
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The panel explored the unique business and legal issues presented when
purchasing or selling distressed smaller and middle market businesses, with
an emphasis on the concerns of the principals.
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What happens when the commercial law rules for promissory notes suddenly
shift from Article 3 (or comparable common law principles) to Article 8? This past
April, the New York Court of Appeals held that eight promissory notes
issued to four individuals as partial payment for their business were
securities governed by Article 8 ("Investment Securities") of the
UCC.
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In Ledbetter v. Goodyear Tire & Rubber Co., a divided U.S.
Supreme Court ruled that workers may not sue their employers for unequal
pay because of discrimination that may have occurred years earlier, even if
the effects of the initial discriminatory act were not immediately apparent
to the worker.
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This program examined the practical effect of Sarbanes Oxley on foreign
issuers and the measures taken and proposed to facilitate foreign issuer
access to U.S. capital markets and reciprocal access for U.S. issuers.
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This panel brought together experts from the California Attorney General's
office, the Council on Foundations, law and academia to discuss basics and
best practices in nonprofit corporate governance, including recent IRS
guidelines.
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The exact terms upon which venture capital investments are made are not
typically announced or publicized. If available, the terms of prior venture
transactions would be of interest to startups and venture capitalists
alike. In fact, virtually all of this information, and more, can be
extracted from the publicly available charter of a venture backed company.
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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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