eSource

December 2008 - Volume 7 - Number 2


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Past Issues


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Section Sponsored Events

Upcoming Committee Meetings

Consumer Financial Services
January 10-13, 2009
Scottsdale, AZ


Middle Market and Small Business
January 14-16, 2009
Scottsdale, AZ


Cyberspace Law
January 30-31, 2009
Santa Clara, CA


Derivatives and Futures Law
January 29-31, 2009
San Juan, PR



Save the Date

Upcoming Meeting
2009 Spring Meeting
April 16-18, 2009
Vancouver, BC


Upcoming Meeting
2nd Annual Global Business Law Forum
June 10-12, 2009
Hong Kong, China






CLE Connection
Special New York Edition: Banking Law Basics
January 8-9, 2009
Fordham University School of Law
New York, NY
Live/In Person



Section 409A Failures: What You Need to Do
January 13, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


Bankruptcy Boot Camp Part 2: A Practitioner's Guide to Preparing and Filing the Schedules and Statement of Affairs
January 15, 2009 | 12:00–1:30 PM ET
Webcast/Teleconference
Multi-site


Gaming Law Minefield 2009
February 5-6, 2009
National Institute
Green Valley Ranch Resort & Spa
Las Vegas, NV


Banking Law II: Risk as the Centerpiece of Bank Regulation
May 14-15, 2009
National Institute
ABA Headquarters
Chicago, Illinois



For information on future programs, check out the
Section Meetings Calendar.
Calendar

For more information on upcoming Committee Meetings contact ruppr@staff.abanet.org.

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Best of Business Law Books

A Manual of Style for Contract Drafting
By Kenneth Adams
ABA Section of Business Law
Copyright 2008

Book Excerpt

For those who draft, review, negotiate, or interpret contracts, this second edition of A Manual of Style for Contract Drafting is a resource without equal. This new edition has been entirely redesigned and is much expanded--over 200 pages longer than the first edition. It covers in greater depth many topics addressed in the first edition, and it discusses many additional topics for the first time. Its analysis of the issues is comprehensive, rigorous, and innovative.

Click here to test your knowledge of contract drafting and receive a special offer for members of the Section of Business Law.


Click Here to Purchase Online



Message from the Chair, Karl J. Ege

Message from the Chair During the first week in December, we received official acknowledgement what many of us have known for some time - the American economy is in a moderate recession with no signs of an immediate turnaround in economic fortunes. At the American Bar Association Section of Business Law, we remain committed to addressing the legal issues currently facing our members and their clients and notwithstanding the economic slowdown, we are pleased by the sustained interest we have seen in our program offerings from you, our Section members. During the last two months several of the Section's substantive committees, including the Committees on Commercial Finance, LLCs, Partnerships and Unincorporated Entities, Corporate Laws, Mergers & Acquisitions, Banking Law and Business Bankruptcy, have held their traditional fall meeting, in each case focusing on the challenges presented by the current financial crisis and resultant economic downturn. At each meeting, attendance exceeded what was experienced in prior years, and the programs presented received favorable reviews.

At our Section Fall Meeting in Washington DC, twelve of the Section's committees sponsored programs. Once again the focus was on the legal and business issues arising from the current economic crisis. More than 400 Section members attended the Section Fall Meeting, again demonstrating the increased interest of our members in receiving timely and relevant information that will assist them in their day-to-day legal practice. The highlight of the Fall Meeting was a standing room-only presentation by the ABA Presidential Task Force on Financial Markets Regulatory Reform, captioned "Meltdown! Perspectives on the Future of Financial Services Regulatory Reform". That program was videotaped and is available for viewing through ALI-ABA by clicking here. Other programs at the Fall Meeting covered topics such as hedge fund valuation and liquidity issues, recent bankruptcy developments, bondholder rights, executive compensation and employee benefit issues, best practices in proxy disclosure, SEC website guidance, shareholder proposals, and a frank dialogue with the Staff of the SEC Division of Enforcement. There was something of value at the Fall Meeting for every business lawyer. I encourage each of you to consider attending next year for what has become an important part of the Section's offering to its members.

We enter this usually festive time of the year facing economic headwinds and significant challenges to our profession. Nonetheless, in the months ahead the Section's leadership and our able Section staff will continue to do our best to bring our members with timely products and services designed to help you deliver quality legal services to your business clients.

I extend to each and every one of you my personal best wishes for the Holiday Season; and may each of you have a joyous and prosperous 2009.
Signature
Karl J. Ege
Chair, ABA Section of Business Law

Practice Points

Note from the Editor

eSource is interested in practice pointers that you want to share with the members of the Section of Business Law, and so we are expanding the scope of this section of eSource to include member submitted practice pointers. These member submitted practice pointers will be in addition to featuring interesting and timely programs and materials produced by the Committees of the Section of Business Law. Please send your submissions to the eSource editor via email.
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All submissions must be through email and must include the author's full contact information and affiliations. The eSource editor has sole discretion regarding the decision to publish any member submitted practice pointer. Authors of selected submissions must sign the ABA's standard copyright release prior to publication.


1. Analysis of Enterprise Risk Management in S&P Ratings of Non-Financial Corporations
Laurence Hazell of Standard & Poor's discusses Standard & Poor's Ratings Services revised approach to its ratings analysis of non-financial corporations to include a review of enterprise risk management (ERM). S&P expects ERM evaluation to improve the breadth and the consistency of its review of a company's management, which is a highly qualitative exercise.
Presented as a webinar by the Committee on Corporate Governance on November 18, 2008.
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2. Meltdown! Perspectives on the Future of Financial Services Regulatory Reform
The real and perceived causes of the sudden collapse of markets around the globe and the ensuing economic crisis are already giving rise to sweeping regulatory change. A panel of experts representing the ABA Presidential Task Force on Financial Markets Regulatory Reform reviews the causes and the suggested and potential regulatory reforms that are needed to address them.

Click here to order the video of this program with CLE credit.

Print Materials   |  
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3. Attorney-Client Privilege and SEC Examinations
This program addresses current developments relating to the attorney-client privilege in the content of SEC examinations of investment advisers, investment companies and broker-dealers.

Click here to order the video of this program with CLE credit.

Print Materials   |  
Presented by the Committee on Federal Regulation of Securities at the 2008 Section Fall Meeting.
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4. Dialogue with the SEC Enforcement Staff
This program is a panel discussion in a Q and A format (including responding to questions from the audience), in which they discuss recent significant cases, current priorities and significant policy developments.

Click here to order the video of this program with CLE credit.

Print Materials   |  
Presented by the Committee on Federal Regulation of Securities at the 2008 Section Fall Meeting.
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5. Bondholder Rights - A Tale of Two Transactions
When a major corporate transaction has an impact on bondholders, those bondholders can have significant influence on the closing of the transaction and sometimes on its structure. Last year's acquisition by Blackstone of Equity Office Properties was one example. This year's privatization of BCE was another example. This program is a discussion by the partners involved in the deals on these issues, strategies and governance issues behind these two contentious transactions.
Presented by the Committee on Corporate Governance at the 2008 Section Fall Meeting.
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6. 409A: The Final Countdown
This program discusses the last minute steps that companies and their advisors should be taking to insure full compliance with the new rules on nonqualified deferred compensation plans by the deadline. The panelists provide end of year planning tips as well as commentary regarding income inclusion and reporting and withholding obligations.
Presented by the Committee on Corporate Governance at the 2008 Section Fall Meeting.
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Ethics Corner

Ethics Corner: Negotiation Ethics - Part II.
You may not lie in negotiations - a securities law application.
Presented by the Committee on Professional Responsibility, William Freivogel, Chair.

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!

Section News

The Section is Now Accepting Nominations for the Jean Allard Glass Cutter Award.
The Section's Committee on Diversity is seeking nominations for its 17th Annual Jean Allard Glass Cutter Award. The Award will be presented during the Section Luncheon at the Spring Meeting in Vancouver, April 16-18, 2009. The Jean Allard Glass Cutter Award is presented to an exceptional woman business lawyer who has made significant contributions both to the profession and to the Section of Business Law. The Award is named for Jean Allard, the first woman to chair the Section. For more information and to submit a nomination, please click here.


The Section is Now Accepting Nominations for the 2009 National Public Service Award.
The Section's Committee on Pro Bono is seeking nominations for its 2009 National Public Service Award. The Award will be presented during the Section Luncheon at the Spring Meeting in Vancouver, April 16-18, 2009. The Award recognizes significant pro bono legal services which demonstrate a commitment to providing services to the poor in a business context. Two National Public Service Awards will be presented: one recognizing the pro bono contributions of an individual, and one recognizing the pro bono contributions of a law firm or corporate law department. Nominations are due no later than Friday, January 16, 2009. For more information about the National Public Service Award and the nomination process, please visit the Committee on Pro Bono Web site or contact Allyn M. O'Connor at oconnora@staff.abanet.org.


The Section is Now Accepting Entries for the Annual Mendes Hershman Student Writing Contest.
This writing contest was created to encourage and reward law student writings on a business law subject of general and current interest. Annually, each ABA-accredited law school, acting through its dean, is asked to nominate a paper considering aspects of business law by a student enrolled in the law school. The papers will be judged on research and analysis, choice of topic, writing style, originality, and contribution to the literature available on the topic.
Deadline: January 9...Read more


The Section is Now Accepting Applications for the Diversity Clerkship Program.
Designed to expose participants to essential business practices, this program provides up to nine summer business law internship placements in Philadelphia, PA, or Wilmington, DE, to qualified first- or second-year law students. The Section will give special consideration to individuals who have overcome social or economic disadvantages such as physical disability, financial constraints, or cultural impediments in becoming a law student.
Deadline: January 30...Read More.
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For more news and updates visit the Section's newsletter index.
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