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February 2009 - Volume 7 - Number 4


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Past Issues


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Section Sponsored Events

Save the Date

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

Institute for the Young Business Lawyer
April 16, 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
Executive Compensation Proxy Disclosure: Best Practices When the Storm Clouds Are Ready to Burst
February 10, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


Federal Securities Law for Employee Benefits Lawyers
February 24, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


Loan Restructuring: Let's Make a (New) Deal
February 25, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


M&A Negotiation Trends Involving Public Targets: Insights from the 2008 Strategic Buyer/Public Company Target Deal Points Study
March 3, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site


Nightmare on Main Street: What Keeps Lenders Up at Night?
March 25, 2009 | 1:00–2:30 PM ET
Webcast/Teleconference
Multi-site



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

Annual Review of Developments in Business and Corporate Litigation, 2008 Edition
Edited by the Committee on Business and Corporate Litigation
ABA Section of Business Law
Copyright 2008

Book Excerpt

The 2008 edition of Annual Review of Developments in Business and Corporate Litigation is a two-volume set of 25 chapters spanning a broad range of substantive areas within business law. It provides an overview of business and corporate litigation topics that have emerged during the past year. As in previous editions, leading authorities in 25 specialized areas review and comment on key issues, with detailed outlines and summaries of cases, legislation, trends, and developments in so many facets of business law, including antitrust, corporate, employment, bankruptcy, and much more. A new chapter on E-discovery is included.


Click Here to Purchase Online



Message from the Chair, Karl J. Ege

Message from the Chair Those of you who regularly read this column know I have made repeated mention of the Section's top priority, maintaining relevance in the rapidly changing and challenging legal environment currently facing each of our 60,000 members around the world. Last month, at the Section's 2009 Midwinter Leadership Meeting, your Officers and Council approved a series of initiatives designed to enhance our relevance, and I'll share with you the directions in which we are headed.

Furthering the recommendations contained in the Strategic Plan adopted last year, in August the Section established a new Committee on Content and appointed Scott Ludwig of Birmingham, Alabama (Bradley Arant Boult Cummings LLP) as the Section's first Content Officer. During the last five months, Scott and his hard-working committee have been meeting regularly to develop a comprehensive Content Delivery Plan that is focused on distributing to our members our Section's rich and valuable content in the most efficient and cost-effective manner. A full report on the plan will be delivered at our Council Meeting in April, with implementation beginning shortly thereafter. I am delighted that the Committee has acted promptly and deliberately to address this most important issue.

The Section's leadership is committed to updating annually the Section's Business Plan. I am pleased to report that the Council Committee on Strategic Planning ably chaired by the Section's Chair-Elect, Nat Doliner of Tampa, Florida (Carlton Fields PA) has been meeting regularly as well and will also be presenting the 2009-2010 Section Business Plan to the Council for consideration and approval in April.

Last fall, the Section's leadership determined that it was important to create a task force of experienced lawyers to focus on the trends that are emerging in the practice and to recommend to the Section's leaders possible changes in or additions to the Section's existing committee structure to ensure that the Section's organization reflects the dynamic changes in the legal marketplace in which business lawyers operate. A Task Force on Emerging Trends was created, chaired by Bruce Mann of San Francisco, California (Morrison & Foerster) a long-time Section leader with a keen eye for the rapidly changing legal landscape. Bruce and his Task Force have recommended a number of action steps for the Officers and Council to consider. First and foremost, the Task Force has urged the Section to create a series of moderated discussion groups open to all Section members and focused on specific topics of current interest. The ABA is currently working to install the appropriate technology to support these on-line discussion groups. We expect the first of what will eventually be several such groups, a Discussion Group on TARP (the Troubled Asset Relief Program) to be on-line within the next few weeks. Other discussion groups covering a wide range of topics will follow in due course. I am delighted that the Section will be offering collaborative tools that will enable our members to share important information and best practices on topics of current interest to their clients. In addition to creating a variety of topic-specific discussion groups, the Section is considering the formation of a new committee focusing on the issues addressed by those lawyers who are engaged in government affairs practice at either the federal, state or local level, as well as a new committee focused on the issues confronting those lawyers who represent institutional investors either as in-house or as outside counsel. You will hear more about these and other new developments from the Section as the year unfolds.

As reported last month, the Section remains committed to its global business initiatives and has finalized arrangements for its second Global Business Law Forum, which will be held this year 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 Hong Kong 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. Click here to view the meeting Web site, download the brochure, register, or send meeting information to your colleagues.

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. I urge each of you to attend what will be a truly memorable meeting in Vancouver. The "Early Bird" deadline for reduced-fee registration ends February 27th. Visit the meeting Web site to register today.

Please feel free to contact me at kege@perkinscoie.com with your suggestions as to how we can continue to improve the Section's relevance to your practice.

Best wishes,
Signature
Karl J. Ege
Chair, Section of Business Law

Practice Points

1. Implementation of Affiliate Sharing Rule and Red Flag Rule.
This program discusses what is required to comply with the new rules under the Fair and Accurate Credit Transactions Act amendments to the Fair Credit Reporting Act that govern affiliate marketing and guidelines for detecting, preventing, and mitigating identity theft.
Presented by the Committee on Consumer Financial Services at the Committee Winter Meeting, January 2009.
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2. Developments in UDAP Preemption.
This program discusses the extent of preemption enjoyed by federally chartered banks and other depositary institutions in the area of state unfair and deceptive trade practices regulation based upon recent case law developments in the area.
Presented by the Committee on Consumer Financial Services at the Committee Winter Meeting, January 2009.
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3. Overview and Practical Considerations in Implementation of Final Regulation Z/UDAP Regulations.
This program discusses the proposed overhaul of the disclosure rules and restrictions on lender's practices under Regulation AA (Federal Trade Commission Act-Unfair or Deceptive Acts or Practices) and Regulation Z (Truth in Lending). The final rules are likely to be released before the end of the year and will have a significant impact on both consumers and financial institutions.
Presented by the Committee on Consumer Financial Services at the Committee Winter Meeting, January 2009.
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4. The Three Billion Dollar Question: Enforcement of Tribal Court Judgments.
This article discusses the issues regarding the jurisdiction of Tribal Courts over nontribal members in light of the Supreme Court decision in Plains Commerce Bank v. Long Family Land and Cattle Co, 128 S. Ct. 2709 (2008) and focuses on whether a Tribal Court judgment against Harrah's will be upheld in the federal court in the Northern District of New York.
From The Gaming Law Gazette, Newsletter of the Committee on Gaming Law, December 2008.
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5. SCA and 4th Amendment Trump Employer's "Computer Usage, Internet and E-mail Policy"..
This article discusses the recent Ninth Circuit Court of Appeals decision, Quon v. Arch Wireless Operating Company, Inc., 529 F.3d 892 (9th Cir. 2008) which considered the employer's liability in monitoring employee communications using devices provided by the employer under the Stored Communications Act ("SCA"), 18 U.S.C. §§ 2701-2711
From the Newsletter, of the Committee on Cyberspace Law, January 2009.
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6. Perspectives on the Subprime Financial Crisis.
These remarks were delivered by Section Advisor Professor Steven L. Schwarcz at the Section on Business Law Midwinter Leadership Meeting, Scottsdale, AZ, January 17, 2009. Use the links below to review the full text or listen to the audio of Professor Schwacz' delivery.
Presented at the Midwinter Leadership Meeting, January 17, 2009.
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7. Delaware Supreme Court Limits Application and Cleansing Effect of Shareholder Ratification.
The Delaware Supreme Court issued an important en Banc opinion on January 27, 2009 reversing the Court of Chancery's dismissal of a stockholder complaint challenging the conduct of officers and directors in rejecting a merger offer and instead implementing, with stockholder approval, a recap that allegedly benefited the insiders. Gantler v. Stephens, No. 132, 2008, 2009 WL 188828 (Del. Jan. 27, 2009) (Jacobs, J.). The complaint also alleged that approval of the recap was secured by means of a misleading proxy statement. The Supreme Court found that the complaint pleaded facts sufficient to overcome the business judgment presumption and to state viable breach of fiduciary duty and disclosure claims.
Written by James L. Holzman, Co-Chair of the Delaware Business Law Forum and Laina M. Herbert.
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Ethics Corner

ABA Model Rules and the Business Lawyer.
This month, the Committee on Professional Responsibility presents a brief overview of the ABA Model Rules for Professional Conduct and their impact on business law practitioners.
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 deadline is February 13, 2009.


The Section is Now Accepting Applications for the Business Law Fellows and Ambassadors Program.
The goal of the Business Law Fellows and Ambassadors Program is to increase the participation of young lawyers and lawyers of color in Section activities. The Section is committed to investing dollars in these individuals who are expected to participate actively in the substantive work of the Section and to grow into future leadership positions within the Section. The Program is designed not only to develop future leaders of the Section but also to enhance the image of the Section among members of the Young Lawyers Division and national bars of color in order to attract these individuals into Section membership. The Section will select five Fellows and five Ambassadors and will fund their expenses to participate in Section activities for two years. Applications are due April 15, 2009. For more information about the program, click here.

For more news and updates visit the Section's newsletter index.
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