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April 2009 - Volume 7 - Number 6 |
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Message from the Chair, Karl J. Ege
In less than two weeks, approximately 1500 of our Section members, many with
spouses, family members, significant others, and guests, will be gathering
in Vancouver, British Columbia, Canada for the Section's first-ever
Spring Meeting
outside the United States. Recently, I attended a meeting in
Vancouver with members of our Vancouver Planning Committee, ably chaired by
the Hon. Roger Simmons (Gowling Lafleur Henderson LLP), to wrap up the
final details for our forthcoming meeting.
The Planning Committee
was formed three years ago to make this year's event a signature moment
in our Section's 70 year history. Its members have been working steadily
through four separate subcommittees: Sponsorship (Chair: Sean Weir (Borden
Ladner Gervais LLP)); Marketing (Chair: Karl Gustafson, Q.C. (Lang Michener
LLP)); Activities (Chair: Albert Hudec (Farris, Vaughn, Wills & Murphy
LLP)); and Programs (Chair: Stephen Pike (Gowling Lafleur Henderson LLP))
and their efforts will be evident to all who attend. Following the meeting, the Planning Committee toured the new Vancouver Exhibition & Convention Centre, a magnificent facility that was dedicated on Friday, April 3rd. Our Section Spring Meeting will be the first major event to be held in this extraordinary facility, which next February will serve as the media headquarters for the Vancouver 2010 Winter Olympics. All of our Section programs, committee meetings, the Section Luncheon and Dinner, and many of our receptions will be held in this beautiful new structure built over the waters of Burrard Inlet, with sweeping views of Vancouver's waterfront and snow-capped mountains. The new Convention Centre incorporates award-winning "green" architecture, technology and operating systems and is generally regarded as the state-of-the art meeting facility in North America. Those of us who visited the new facility last week were impressed; I am confident you too will enjoy this unique meeting venue. The importance of our Spring Meeting, however, is not the venue, but rather the substance of the educational programs and committee meetings that are presented by our members. This year is no exception. The Vancouver Meeting will include more than 70 continuing legal education programs, with many focused on the challenges arising from the current financial crisis with a particular emphasis on cross-border financing, transactional and regulatory issues. As in years past, the Section Spring Meeting enables business lawyers to fulfill an entire year's worth of continuing legal education requirements through three days of high-quality programs focused on topics relevant to the practitioner's day-to-day counseling activities. For those of our members who are unable to attend in person, several of our committees are arranging for teleconference access. You should receive a message shortly from your committee chair with instructions for dial-in access. This year's meeting will have a true Canadian "look and feel." In addition to leading Canadian lawyers, jurists and academics who will be participating in our educational programs and committee meetings, we are delighted to have John Furlong, Chief Executive Officer of the Organizing Committee for the Vancouver 2010 Olympic and Paralympic Winter Games, as our featured speaker at the Section Luncheon on Friday, April 17, and Julie Dickson, Superintendent of Financial Institutions Canada, as our keynote speaker at the Federal Regulation of Securities Luncheon, co-sponsored by the Committee on Banking Law, on Saturday, April 18. Both will bring a unique Canadian perspective to the meeting, and we are honored they have agreed to address our members. There is much myth about the weather in the Pacific Northwest. Yes, it does rain, but annual rainfall in Vancouver is less than that of any city in either the United States or Canada east of the Mississippi River. When it does rain it is usually in the form of showers. In mid-April one can expect daytime temperatures in the high 50s to low 60s and nighttime temperatures in the low 40s, with occasional showers and sun breaks. It is highly unlikely that there will be heavy rain and virtually no possibility of snow. I've had several inquiries regarding appropriate attire for this year's meeting. In general, the dress code for the meeting will be business casual, with "smart casual" the order of the day for evening events. The following is a link to the program materials that are now on-line and the meeting guide that describes the many events that will be held during our meeting in Vancouver. I hope that you will be able to find time in your busy and demanding schedule to attend what is sure to be an extraordinary gathering of leading business lawyers. In closing, I am pleased to report that our Section remains vibrant and fiscally sound. Our membership continues to increase steadily notwithstanding the challenges of the current economic environment. It is clear that our members are finding that, now more than ever, the high quality products and services offered by the Business Law Section represent a value proposition that supports continuing membership. Rest assured that your Section's leadership is doing its best to make the Section even more valuable and meaningful to our more than 60,000 members. Please feel free to contact me at kege@perkinscoie.com with your suggestions as to how we can better serve your needs.
Best wishes,
Karl J. Ege Chair, Business Law Section |
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Practice PointsNote from the EditoreSource is interested in practice pointers that you want to share with the members of the Business Law Section, 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 Business Law Section. Please send your submissions to the eSource editor via email. · · · · ·
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.
The Delaware Supreme Court, in a unanimous en banc opinion, has
reversed the Court of Chancery's denial of a motion for summary judgment
filed by directors of a target corporation, Lyondell Chemical Co., and
remanded the case with directions to enter judgment in the directors'
favor. Lyondell Chemical Co. v, Ryan, No. 401, 2008 (Del. Mar. 25,
2009). The case has been closely followed since the Court of Chancery
issued its opinion, which some practitioners found to be overly expansive
in applying Revlon principles and in construing recent decisions
respectively the directors' duty of good faith.
This recorded webinar discusses due diligence that should be undertaken to
investigate alternative investment vehicles and provides a checklist of
procedures that should be undertaken.
Webstore Featured Product:
New IRS Form 990 Focus on Nonprofit Governance: Is Your Board Ready? (Audio CD Package)
This article provides an overview of the issues the Federal Deposit
Insurance Corporation faces as conservator or receiver for the nation's
banks and thrifts, and the tools it has deployed to date or is likely to
consider, on a case-by-case and industry-wide basis, to deal with the
deepening global economic woes.
This short piece discusses the recently issued FASB Staff Position EITF
99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20
which provides that for beneficial interests in securitized financial
assets, the holder must consider all information relevant to the
collectability of the security in estimating future cash flows, such as
information surrounding past events, current conditions, and reasonable and
supportable forecasts.
This article provides an overview of the leveraged loan market in 2008,
highlighting several factors -- the marked price declines, the rise in
defaults, and the heavy trading volumes and then discusses how the Loan
Syndications and Trading Association has responded to those market
conditions.
Webstore Featured Product:
Loan Restructuring: Let's Make a (new) Deal Understanding and Documenting Commercial Loan Transactions: A Beginner's Guide (MP3 Audio Download)
This short pointer highlights a concern for debtors who pledge assets where
the secured party has possession or control of the collateral. In some
situations, the debtor's interest in the pledged collateral will be
subordinated to the interests of the secured party's lender.
Similar issues are highlighted in the second edition of "Forms Under Article 9 of the UCC" published in March 2009. Regularly negotiated provisions are highlighted, and the practical reasoning behind each party's position is explored.
When helping a religious organization set up its programs, pay particular
attention to potential liability issues. This is a sensitive issue for
many congregations, particularly smaller congregations where most parties
know one another. However, liability is expanding for churches and other
religious organizations and it is important to advise the client of
potential risks. The organization may well be responsible for acts of
volunteers as well as staff. This is particularly true of children's
programs. Advise the client to seek background checks for all workers who
will deal with children. It is also a good idea to create a regular
structure for minimizing risk situations. For example, requiring all
children's programs to have at least 2 workers present, requiring that
meetings be held on organization premises rather than in a private home,
referring congregants only to licensed counselors and training and
supervising all volunteers. For an expanded discussion see Chapter 7 of the
Guide to Representing Religious Organizations, recently released by the
ABA. This
publication addresses critical issues and risk factors of concern for
religious organizations ranging from formation and governance, to taxes,
fundraising and employment issues, and property rights.
Ethics CornerTechnology and Confidentiality
Lawyers who do not Understand Technology Put Client Information in Danger.
Committee SpotlightTo learn more about or join the committees that contributed to this month's practice points, just click on the committee name below.Section NewsSpring Meeting Bring-a-Book Project to Promote Children's Literacy.
The Section is proud to support a book drive for the children served by Vancouver's Union Gospel Mission, a local
outreach group helping Vancouver's hungry and homeless citizens. Remember to bring a children's book with you to
the Spring Meeting. Donate your book to the Union Gospel Mission by dropping it into the collection bin located near
the Spring Meeting Registration Desk. This project is sponsored by the Committee on Business and Corporate Litigation
Subcommittee on Pro Bono and co-sponsored by the Committee on Pro Bono, the Committee on Young Lawyer Forum, the Committee on Business
Bankruptcy Subcommittee on Pro Bono Services, and the local Vancouver law firm members of the Spring Meeting Host Circle
Firms, with coordination from Farris, Vaughan, Wills & Murphy LLP.
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.
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