eSource

April 2009 - Volume 7 - Number 6


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Past Issues


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Section Sponsored Events

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



ABA Annual Meeting
July 31-August 3, 2009
Chicago, IL



Save the Date

National Conference for the Minority Lawyer
September 23-25, 2009
Philadelphia, PA



CLE Connection
Subrogation Soup: The Law & Practicalities
Wednesday, April 21, 2009 | 1:00-2:30 PM ET
Webcast/Teleconference
Multi-site


Employee Benefits in Mergers and Acquisitions
April 24, 2009
National Institute
Helmsley Hotel
New York, NY


Internal Corporate Investigations and In-House Counsel
May 6-8, 2009
National Institute
Ritz-Carlton
Washington, D.C.


Asserting and Defending Claims in Business Bankruptcy Cases Part II: Proofs of Claim and Claims Objections Landmines
Tuesday, May 12, 2009 | 1:00-2:30 PM ET
Webcast/Teleconference
Multi-site


Banking Law II: Risk as the Centerpiece of Bank Regulation
May 14-15, 2009
National Institute
321 N. Clark Street
Suite 2100
Chicago, IL


The 23rd Annual National Institute on ERISA Basics
June 10-12, 2009
National Institute
Millenium Knickerbocker Hotel
Chicago, IL


The 11th Annual National Institute on the Banking Law Basics
June 15-17, 2009
National Institute
Hotel Nikko
San Francisco, CA


2nd National Conference on Employment of Lawyers with Disabilities
June 15-16, 2009
Marriott Wardman Park Hotel
Washington, DC


Renewable Energy: Legal Challenges and Solutions for the Green Enconomy
June 19, 2009
37th National Spring Conference on the Environment
Hyatt Regency Denver at Colorado Convention Center
Denver, CO



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

Forms under Article 9 of the UCC, Second Edition
Edited by the Committee on Uniform Commercial Code
ABA Business Law Section
Copyright 2009

Book

This updated edition of Forms under Article 9 of the UCC, 2nd edition discusses how to simplify documentation of secured transactions. Combining the most useful features of traditional forms collections and analytical references, this text brings you:
  • Expertly prepared transaction-related forms including security agreements, enforcement documents, opinions
    ...and more!
  • Incisive commentary for each form in the context of Revised Article 9 and other applicable law
  • Annotations by top-tier practitioners: statutory and other citations...comparisons to prior law and practice...discussions of "better practice" under Revised Article 9
  • Concise summary of Revised Article 9 - including authoritative commentary on key provisions
  • Companion CD-ROM containing forms in ready-to-adapt format
  • Convenient thumb-tab indexing - find the forms you need in a hurry


Click Here to Purchase Online



Message from the Chair, Karl J. Ege

Message from the Chair 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, Signature
Karl J. Ege
Chair, Business Law Section

Practice Points

Note from the Editor

eSource 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.
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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. Delaware Supreme Court Reverses Ryan v. Lyondell, Provides Guidance on Application of Revlon and Director "Good Faith" Duties
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.
Written by James L. Holzman, Co-Chair of the Delaware Business Law Forum and Clay Athey.
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2. Nonprofit Governance and Fiduciary Responsibility in the Wake of Madoff
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.
Print Materials   |   Audio (Flash Required)   |  
From a webinar presented by the Committee on Corporate Governance, March 2009.

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3. A Review of the FDIC's Latest Tools for Resolving Problem Banks
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.
From Banking Law Journal, the Newsletter of the Committee on Banking Law, March 2009.
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4. FASB Amends Impairment Guidance for Certain Beneficial Interests
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.
By Randall D. McClanahan, Chair of the Subcommittee on Accounting Standards of the Committee on Law and Accounting.
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5. Loan Syndications and Trading: A Recap of 2008
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.
From the Commercial Law Newsletter, Joint Newsletter of the Committees on Commercial Finance and Uniform Commercial Code, March 2009.

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6. Debtors Beware!
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.
Written by Cindy J. Chernuchin, Chair of the Task Force on Forms Under Article 9 of the Committee on Uniform Commercial Code.
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7. Advising a Religious Organization
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.
From the Guide to Representing Religious Organizations, edited by Jeannie Carmedelle Frey, Lisa A. Runquist and Patricia A. Tauchert, sponsored by the ABA Section of Business Law.
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Ethics Corner

Technology and Confidentiality
Lawyers who do not Understand Technology Put Client Information in Danger.
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

Spring 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.
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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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