Section of Business Law eSource: January 2009 - Volume 7 - Number 3

eSource

January 2009 - Volume 7 - Number 3


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Ethics Corner


Confidentiality.

Past Issues


Click here to view last month's issue.
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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



BLT Live
The Uncertainty Surrounding Honest Services Mail Fraud
February 11, 2009 | 1:00 PM EST
Webcast/Teleconference
Multi-site


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


Hot Issues for the 2009 Proxy Season
January 15, 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


Hot Issues for the 2009 Proxy Season
January 15, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


Pension Bailout: The New Worker Retiree and Employer Recovery Act
January 27, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


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



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 Practical Guide to Software Licensing for Licensees and Licensors, Third Edition
By H. Ward Classen
ABA Section of Business Law
Copyright 2008

Book Excerpt

This new third edition is revised and updated with three new chapters and numerous forms. A Practical Guide to Software Licensing for Licensees and Licensors examines the fundamental issues that both licensors and licensees confront in the negotiation of a software license and, where appropriate, looks at relevant ancillary issues such as software development as well as maintenance and support. It primarily focuses on non-mass market agreements, since most retail or mass market off-the-shelf software is governed by non-negotiable shrinkwrap and clickwrap licenses. Nonetheless, the principles of software licensing are the same for both shrink-wrapped, click wrapped, and custom-developed software. The book is accompanied by and cross-referenced to an annotated software license. A companion CD-ROM is also included for customization of the software license and related forms.

Written in practical, easily understandable language, this book is cross referenced to a model agreement. It is written from the perspective of both the licensor and the licensee and includes model forms with alternative clauses to fit many perspectives. The CD-ROM is a great companion filled with easy-to-use forms.

NEW in this edition are chapters on:
  • Licensing Issues Arising from Alternative Delivery Models
  • When and Where Problems Arise
  • Representing the Global Entity
  • Plus - 10 new forms for a total of 45 forms, plus 2 exhibits


Click Here to Purchase Online



Message from the Chair, Karl J. Ege

Message from the Chair Last spring the leadership of the Section of Business Law adopted a Strategic Plan that emphasized the need for the Section to remain relevant to its members. A major goal of your Section's leadership is to focus on improving relevance in new and innovative ways. We recognize that many of our members are unable, for a variety of reasons, to attend our Section's continuing education programs in person; nor are they able to participate actively in the important work of our substantive committees. The current economic crisis and its impact on our clients and the practice of law, demand that we, your professional organization, find ways to meet your needs in an efficient and cost effective manner.

For the last several months the Section's talented staff has been experimenting with new technologies that will enable you, our members, to participate in committee meetings and continuing education programs using remote learning tools. I am pleased to report that the initial programs have been successful, and we are planning to increase our commitment to "remote learning" so that each of you may benefit from the extraordinary richness of intellectual product produced in our programs.

For example, at the November 2008 Section Fall Meeting in Washington D.C. working on a trial basis with ALI-ABA, a joint venture of the American Law Institute and the American Bar Association, the Section broadcasted four programs using web-based technology tools. One program was a presentation by the ABA Presidential Task Force on Financial Markets Regulatory Reform on the recent financial meltdown; another program featured a dialogue with the SEC Director of Enforcement; a third, captioned "Bankruptcy for Breakfast", offered an update on bankruptcy issues; and a fourth focused on the sensitive topic of attorney-client privilege in the context of an SEC examination. A number of our members who could not attend the Fall Meeting were able to enjoy the benefit of these webcasts, demonstrating the value of distant learning tools to connect with and to maintain relevance for our members. Each broadcast remains available from ALI-ABA and may be accessed here.

Based on the success at the Fall Meeting, the Section has expanded its collaboration with ALI-ABA to make distant learning a feature at each of its major meetings. Under our arrangement, ALI-ABA will produce and distribute web-based learning programs developed by the Section and its committees and the Section and ALI-ABA will share in the revenues generated from the modest "click charge" paid by those who purchase these services. The next live "webinar" will be broadcast from the Committee on Consumer Financial Services Winter Meeting in Scottsdale, Arizona, which will be held from January 10-13. On January 12, the Section will broadcast live from the meeting, a program captioned "New Directions in Consumer Financial Services: Housing Finance, Collection Practices, and Ethics." Section members who are unable to attend the meeting in Scottsdale can participate in this program. Click here for registration details. We are excited about the prospects for future webcasts and will be committing an increasing portion of our Section resources to reach out to all members with tools such as those provided by ALI-ABA.

The Section remains committed to its global business initiative and has finalized arrangements for a second Global Business Law Forum, which this year will be held in Hong Kong from June 10-12, 2009. We are delighted that the Inter-Pacific Bar Association has agreed to co-sponsor the Hong Kong Forum. Representatives of the IPBA have been regularly involved in the planning of the programs, and we are confident that business lawyers from throughout the Pacific Rim will find the Hong Kong Forum to be an excellent opportunity to gain insight into the key legal issues facing clients in today's dynamic and challenging global business environment. The Web site is regularly updated and can be found here.

Our Section 2009 Spring Meeting will be held in Vancouver, Canada from April 16-18 at the newly completed Vancouver Convention & Exhibition Center. This superb facility is capable of accommodating all of our meeting activities, and is adjacent to our three meeting hotels, the Fairmont Waterfront, the Pan Pacific, and the Marriott Pinnacle. In organizing the Vancouver meeting we have enjoyed the assistance of a Planning Committee of more than 40 Canadian and U.S. lawyers, chaired by the Honorable Roger Simmons of Vancouver. The Planning Committee has been instrumental in preparing for this first-ever Section Spring Meeting in Canada. I urge each of you to attend what will be a truly memorable meeting in Vancouver. Visit the Web site for full information.

I have mentioned several times this year that it is my goal to enhance the Section's relevance to its members, particularly those of you who cannot participate in our programs and activities in person. I welcome your suggestions for enhancing relevance. Please feel free to contact me with your suggestions at kege@perkinscoie.com.

We enter the New Year with economic uncertainty and a challenging business environment for our clients and our firms. Rest assured that your Section's leadership and our capable Section staff remain committed to bringing you, our valuable members, timely and relevant products and services.

Best wishes, Signature
Karl J. Ege
Chair, 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. You are Entering the Zone...The Delaware Zone.
This program explores the intersection of insolvency and corporate law, focusing on how to advise officers and directors as a Delaware company approaches the zone of insolvency, including the fiduciary duties of directors, and how to determine if the corporation is in the zone of insolvency.
Presented by the Committee on Business Bankruptcy at the 2008 Section Fall Meeting.
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2. How to Get Judges and Juries to Interpret Documents as You Intended.
A panel of judges, litigators and business lawyers discuss how to draft documents to better insure that they are interpreted in the manner you intend them to be.
Presented by the Committee on Business and Corporate Litigation at the 2008 Section Fall Meeting.
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3. Implementing the SEC's Website Guidance.
The U.S. Securities & Exchange Commission recently issued new guidance on the use of company websites under the Securities Exchange Act of 1934 and the antifraud provisions of the federal securities laws. This program addresses how companies can implement this guidance to improve their communications with investors while complying with Regulation FD and other rules.
Presented by the Committee on Federal Regulation of Securities at the 2008 Section Fall Meeting.
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4. 401(k) Plan Fee Disclosure: Regulation and Litigation.
Changes to the participant disclosure rules may require mutual funds, bank collective funds and insurance companies to change the way in which they report fees to 401(k) plan participants. In addition, beginning in 2009, service providers to ERISA-covered plans will be required to provide additional information about their direct and indirect fee arrangements.
Presented by the Committee on Employee Benefits and Executive Compensation at the 2008 Section Fall Meeting.
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5. Getting Ready for Financial Reporting Convergence.
The U.S. Securities & Exchange Commission has announced its long-awaited "roadmap" for adoption of International Financial Reporting Standards by U.S. reporting companies. The panel discusses the SEC's proposed timetable and milestones for conversion to IFRS and how lawyers and companies should plan for the conversion.
Presented by the Committees on Law and Accounting and Federal Regulation of Securities at the 2008 Section Fall Meeting.
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6. Enforcing Security Interests in Membership Interests and Partnership Interests Under Revised Article 9 of the UCC.
This program explores in significant depth the many issues in enforcing security interests in partnership interests and other membership entities, including discussion of the effect of non-uniform approaches to the assignability of such interests.
Presented by the Committee on Commercial Finance at the Committee Fall Meeting, November 2008.
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Ethics Corner

Confidentiality.
You must protect your client's information.
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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