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July 2008 - Volume 6 - Number 10 |
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Message from the Chair, Charles E. McCallum
It has been a privilege and an honor for me to serve as Chair of the
Section of Business Law over the last year. I am confident that the Section
will enjoy continued growth and success under the leadership of my
successor, Karl Ege. The Section Officers have all worked closely and
collegially with the Council, the Committee Chairs, and our superb Staff to
develop sound plans and a solid foundation for the Section's
future.This is a good time to become more actively involved in the Section. It will not only improve your knowledge and skills and build important networking relationships with practice leaders around the world, but will also deepen your professional satisfaction. How can you get involved? Nothing could be easier. Just click here. A Year of Progress In my September 2007 eSource Message, I outlined three initiatives we would pursue during my term as Section Chair:
Committees We have conducted a series of focused Committee membership recruitment campaigns. The results are dramatic. For example, our Committee on Corporate Governance is now at 1,900 members, up 62% after its recruitment campaign, while the Committee on Business and Corporate Litigation grew to over 1,800 members as a result of its campaign. And most recently, the Committee on Negotiated Acquisitions surpassed 3,000 members. These increases in Committee membership have translated to growth in overall Section membership, both through new members and better retention. The Section has posted year-over-year increases in overall membership for the last 4 months, and is on track to hit the 60,000 member level by the end of August. There is palpable excitement in our Committees, all of which have become more active than ever, tackling big and important projects, staging excellent programs, and producing outstanding publications, including many excellent Committee eNewsletters. At the Annual Meeting next month we will launch new Committees on Securitization and Structured Financing, Project Finance, and Governmental Corporations, and a new Joint Task Force on Governmental Anti-Money Laundering and Anti-Terrorism Initiatives. We now have 74 Committees, more than 50 of them substantive Committees addressing all aspects of global business law. Global Business Law Virtually all of our substantive Committees have active subcommittees with a global/transnational focus. Our Committee on International Business Law, which plays a leading and coordinating role continues to grow; more than 20% of its almost 1,100 members are lawyers who live and work outside the United States. We held our first ever Global Business Law Conference in Frankfurt, Germany, at the end of May. The well-attended Conference featured more than 20 programs on such topics as cross-border legal opinions, international standards of corporate governance, current developments in global mergers and acquisitions, and issues in global derivatives trading and regulation. A second Global Business Law Conference is being planned for Hong Kong in June 2009, and the Section Officers are thinking about London as a possible venue for a third Conference in the Fall of 2009. These Conferences target lawyers living and working outside of North America in addition to North American-based practitioners with transnational practices. Programming at our Spring, Annual, and other meetings makes similar substantive content readily accessible to our North American membership. As a result of our expanded focus on global business law, we are seeing significant growth in Section membership from the ranks of Associate International Members of the ABA (non-U.S. lawyers) and U.S. lawyers living and working outside the United States. These categories now account for 2,000 members of our Section. Professionalism The Section's Committees on Professional Responsibility, Pro Bono, and Diversity continue to play active and vital roles in the Section. Our Committees on Corporate Counsel (currently with 1,251 members) and Corporate General Counsel are both growing and expanding their reach. The Section is the administrative home for, and well-represented on, the critically important ABA Task Force on Attorney-Client Privilege.
Charles E. McCallum Chair, Section of Business Law |
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Practice Points
The program provided an overview of the mortgage lending process, addressed
the mortgage system collapse and resulting high foreclosures, and examined
the complexities associated with remedying the short-term and long-term ill
effects of the mortgage crisis.
This program featured a scenario based discussion regarding multiple
business formation circumstances, such as start-ups, acquisitions or
mergers. It addressed a) the level of fiduciary responsibility desired or
required in the new or resulting entity; b) tax and liability issues that
often affect formation decisions, and c) the practical and ethical problems
if financial difficulties or bankruptcy ensue.
This committee forum explored the situations that can cause good lawyers to
make bad decisions that cumulatively can lead to serious personal and
professional consequences under applicable standards for business and
professional conduct and applicable ethics requirements. Practical
situations and ways to recognize and avoid potential problems were
discussed.
This program explored the important questions in the alternative energy
legal sphere: Is America finally serious about building alternative power
facilities? What issues and problems arose over the past year in connection
with financing these projects? What are the main economic drivers of
alternative energy development? What financing structures are being used
most often? What challenges and opportunities are likely in 2008?
A discussion of the legal context for and the process of identifying
compliance risks in a business organization, followed by an in-depth
examinations of the process of identifying compliance risks related to
product manufacture and international trade-and customs-related
operations.
There are many hundreds of federal tax authorities potentially critical to
tax accountants and lawyers handling federal tax issues for their LLC
clients. These authorities take many forms, from Internal Revenue Code
provisions to decisions by the Tax Court and other federal courts to IRS
revenue procedures and private letter rulings. In this article, a
practitioner discusses the 10 individual authorities and closely related
pairs of authorities that he believes every accountant and lawyer who
handles LLC federal tax matters should know about.
When drafting a contract, it's always best to minimize ambiguity, right? As
with so much in the law, the answer, it turns out, is a clear "it
depends." There has been much recent discussion of the so-called
forthright negotiator principle. Some of it seems to misapprehend the
principle, suggesting it gives rise to an affirmative duty to eliminate
ambiguity. It does not. It is simply one of a number of principles of
contract interpretation used by, among others, the Delaware courts.
In a period of three months, the N.Y. Court of Appeals (the state's highest
court) issued decisions in three significant cases involving unincorporated
entity law. The first case decided an issue of LLP law; the second, one of
LLC law; and the third, one of limited partnership law. In all three cases
there were strenuous dissents.
The Merriam-Webster Dictionary defines "entertainment" as an
"amusement" or "diversion." Gaming in the United States
exceeds all other forms of entertainment combined, with revenue in excess
of fifty billion dollars. The primary objective of Responsible Gaming
programs is to keep gaming within the parameters of "amusement"
by providing a safety net. Responsible Gaming programs are often a result
of legislative requirements that are attached to the gaming regulatory
statutes and rules in the various gaming jurisdictions.
Ethics CornerDoing Business with Clients; Taking Securities in Lieu of Fees.
Suppose a lawyer wishes to purchase a house from a client or wants to start a non-law
business in partnership with a client - a saloon, perhaps. Or, suppose a lawyer wants
to take securities from a client in lieu of fees. The analysis starts with ABA Model
Rule 1.8(a), of which every state has a version.
Committee SpotlightTo learn more about or join the committees that contributed to this month's practice points, just click on the committee name below.
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