May 2009 - Volume 7 - Number 7
Section Sponsored Events
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 DateNational Conference for the Minority LawyerSeptember 23-25, 2009 Philadelphia, PA Section Fall Meeting November 19-21, 2009 Washington, DC 
Food & Beverage Marketing: From Sparkling Wine and Cheese Wars to Regulatory Hang-Over After Prohibition June 10, 2009 | 1:00 PM EST Webcast/Teleconference Multi-site 
Asserting and Defending Claims in Business Bankruptcy Cases Part II: Proofs of Claim and Claims Objections Landmines 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 Southeast Business Tax Forum: Taxation of Business Transactions May 18-19, 2009 InterContinental Hotel - Buckhead Atlanta, GA Negotiating M&A Solvency Provisions: State of the Art in a State of Uncertainty May 19, 2009 | 1:00-2:30 PM ET Webcast/Teleconference Multi-site Ethics Issues for Benefits Lawyers Responding to Audit Letters May 27, 2009 | 1:00-2:30 PM ET Webcast/Teleconference Multi-site The 23rd Annual National Institute on ERISA Basics June 10-12, 2009 National Institute Millennium 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. 
For more information on upcoming Committee Meetings contact ruppr@staff.abanet.org.  Best of Business Law Books
The Portable Bankruptcy Code & Rules, 2009 Edition
By Sally M. Henry ABA Section of Business Law Copyright 2009 
This convenient compendium provides you with easy access to the Bankruptcy Code and Rule provisions including all the new changes that became effective through December 2008. This easy-to-use reference guide features page tabs and complete keyword indexes that guide you straight to material relevant to your case. Table of Contents * Bankruptcy Code * Titles 18 and 28 * Bankruptcy Code Index * Bankruptcy Rules * Bankruptcy Rules Index * Civil Procedure Rules and Evidence Rules Automatic Subscription The Portable Bankruptcy Code and Rules is updated and revised each year to reflect changes in the law. To ensure that you always have the most recent edition--and the most current law--we'll enter a standing order for future editions in your name. You'll automatically receive new editions right off the press in any quantity you specify. You may cancel this standing order service at any time by notifying the ABA in writing. View a Sample Chapter Click Here to Purchase Online |
Message from the Chair, Karl J. Ege
Our Section Spring Meeting in Vancouver was, by all accounts, a tremendous
success. Nearly 1400 Section members from around the globe attended three
days at the stunning new Vancouver Convention Centre, featuring more than
70 continuing education programs and nearly 500 committee and subcommittee
meetings. Our Section colleagues from Canada were most welcoming, with many
of our sponsoring firms hosting entertaining receptions and dinners for our
members. In addition to approximately 1000 of our members from the United
States who traveled across the border to our first-ever Spring Meeting in
Canada, more than 250 lawyers from Canada and another 150 from other
nations attended this unique annual gathering of business lawyers. True to expectations, the programs in Vancouver were timely, relevant and of the highest quality, with the current financial and economic crisis and its impact on our clients a recurring theme. I wish to once again thank our Vancouver Planning Committee and Host Circle Firms for their extraordinary efforts in making our meeting in Vancouver an unqualified success.
Next on our aggressive Section agenda is the forthcoming Global Business Law Forum, June 10-12 in Hong Kong. Once again we have a talented and enthusiastic Hong Kong Planning Committee, ably chaired by Marsha Simms (Weil, Gotshal & Manges LLP). The Planning Committee has organized a truly spectacular two-day program focusing on issues of current interest to lawyers with a transnational business law practice. The "Early Bird" registration deadline for the Forum is May 9, and I urge everyone to give serious consideration to attending this first-ever Section program in Asia. We are delighted with the co-sponsorship of the Forum by the Inter-Pacific Bar Association and the Hong Kong Corporate Counsel Association, many of whose members will be joining us in Hong Kong.
In furtherance of its mission to maintain relevance to its members, the Section continues to restructure its committee, task force and forum offerings to address the changing nature of the legal practice. In Vancouver, the Section Council approved the formation of two new committees, a Government Affairs Practice Committee focusing on the legal issues addressed by government affairs professionals at the local, state and national level, and an Institutional Investors Committee focusing on the unique legal issues facing institutional investors, with a particular focus on pension funds, endowments and foundations. The Government Affairs Practice Committee is chaired by Mark Anderson (Stateside Associates) and the Institutional Investors Committee is chaired by Nir Yarden (Bryan Cave LLP). I urge each of you who has an interest in the legal issues facing these two unique groups of clients to consider joining one of these new committees and volunteering to participate in that committee's activities in the months and years to come.
Again, if anyone has suggestions for ways in which our Section can remain relevant to you and your legal practice, please feel free to contact me at kege@perkinscoie.com.
Best wishes,
Karl J. Ege
Chair, Business Law Section
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. · · · · ·
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. |
New Chancery Arbitration Authority Offers Potential Advantages Over Traditional Arbitration.
|
On April 2, 2009, Delaware enacted a statute that for the first time authorizes the
Delaware Court of Chancery to arbitrate business disputes, even where no underlying litigation
has been filed in the court. Making Delaware's expert chancellors available to arbitrate business
disputes is a potentially groundbreaking development.
Free to Section Members:
- Annual Update on Delaware Business Law 2009 (MP3 Audio Download)
- The Role and Responsibilities of Directors who are Chosen by a Particular Constituency
(MP3 Audio Download)
| 2. |
Aftermath of the Financial Meltdown - Analyzing Future Litigation and Compliance Issues.
|
This panel discussed trends and theories of liability - civil and criminal - arising from
last year's implosion of the subprime lending market, followed by declines in other financial markets.
Webstore Featured Products:
-
The Subprime Meltdown: Reactions and Action at the SEC and DOJ
(MP3 Audio Download) -
White Collar Crime 2009 (Soft Bound Course Book and Flash Drive)
| 3. |
Hands Across the Borders - Comparative Insolvency Regimes in the United States, Canada, and Mexico.
|
In an increasingly cross-border world, transactional lawyers need to
know how Canadian, Mexican and U.S. laws affect enforcement of creditor
rights and remedies. This program focuses on the bankruptcy laws of these
jurisdictions, but also on the ways transactions are structured and remedies
are enforced. Key issues pertaining to the insolvency and enforcement laws
of these countries are presented in a comparative format.
Webstore Featured Products:
| 4. |
OTC Derivatives - Legal Risk, the Lehman Insolvency and Derivative Documentation.
|
This program is an introduction to the OTC derivatives market and a survey of the
key legal risks and business issues that must be understood when negotiating and
documenting derivative transactions, including termination of derivative contracts
upon the insolvency or default of a counterparty, and industry standard documentation
and contracts used in the area and the issues that are typically negotiated.
| 5. |
What Limits For Behavioral Targeting?
|
Behavioral targeting is a marketing technique that tracks a user's online activities over time in
order to build a profile of that individual and to deliver advertising that is targeted to the
assumed interests of this individual. This article discusses the recent Federal Trade Commission
actions regarding privacy concerns presented by this advertising practice.
| 6. |
Standing in the Breach - State Law Requirements When a Customer Data Breach Occurs.
|
Forty-four states have filled a perceived gap in consumer protection by requiring
notification of security breaches under various circumstances. This article
highlights some of the issues in determining the various state law requirements
for dealing with data security breaches.
Ethics Corner
The Ethics Corner Needs Your Feedback and Issues
The Ethics Corner column, authored by the Professional Responsibility Committee,
is your monthly guide to various ethical issues that business lawyers face. The
committee is collecting feedback from the readers of the column. Please click on
the link below to launch a
four question survey. Let the committee know how they
are doing and submit any issues that you have faced or just wonder about. These
suggestions will be addressed in future columns.
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 News
Corporate Laws Committee to Review MCBA Provisions on Shareholder and Director Roles.
For nearly 60 years, the Corporate Laws Committee
has maintained responsibility for the
Model Business Corporation Act, adopted in whole or in part by 30 states. The MBCA
serves as a model for corporate statutes throughout the United States.
In early 2008, the committee established a task force under the leadership of Alan Beller and Allen Goolsby to consider MBCA provisions governing the roles of shareholders and directors. The committee has been carefully analyzing the current governance environment with a view to, among other potential actions, amending certain MBCA provisions, presenting a program at the Annual Meeting of the ABA and publishing a report of the committee's analysis or sharing the results of the committee's work in some other way.
The issue is timely given that Delaware has just adopted a provision requiring companies, under certain conditions, to include in its proxy materials one or more director nominees submitted by its stockholders and to reimburse the expenses incurred in connection with these director nominations. Likewise, Mary L. Schapiro, chair of the Securities and Exchange Commission, recently announced that the SEC will consider at a meeting later this month a proposal to ensure that a company's owners have a meaningful opportunity to nominate directors. These developments, among others, are being actively considered by the committee.
According to Herbert S. Wander, chair of the Corporate Laws Committee, the committee looks forward to publicly addressing the current governance issues as they affect the MBCA and to presenting the program at the ABA Annual Meeting in early August and will discuss shareholder nominations for director positions and other topics involving corporate governance.
The committee will address these issues in its future meetings.
In early 2008, the committee established a task force under the leadership of Alan Beller and Allen Goolsby to consider MBCA provisions governing the roles of shareholders and directors. The committee has been carefully analyzing the current governance environment with a view to, among other potential actions, amending certain MBCA provisions, presenting a program at the Annual Meeting of the ABA and publishing a report of the committee's analysis or sharing the results of the committee's work in some other way.
The issue is timely given that Delaware has just adopted a provision requiring companies, under certain conditions, to include in its proxy materials one or more director nominees submitted by its stockholders and to reimburse the expenses incurred in connection with these director nominations. Likewise, Mary L. Schapiro, chair of the Securities and Exchange Commission, recently announced that the SEC will consider at a meeting later this month a proposal to ensure that a company's owners have a meaningful opportunity to nominate directors. These developments, among others, are being actively considered by the committee.
According to Herbert S. Wander, chair of the Corporate Laws Committee, the committee looks forward to publicly addressing the current governance issues as they affect the MBCA and to presenting the program at the ABA Annual Meeting in early August and will discuss shareholder nominations for director positions and other topics involving corporate governance.
The committee will address these issues in its future meetings.
Free ABA Sponsored Teleconference Series Addressing Career and Practice Issues in the Current Economy.
How's the recession affecting you? Need some insight on navigating these troubled
economic times? Listen in to the ABA Recession Recovery Teleconference Series, free
for ABA members. These four teleconferences will feature expert faculty providing
practical tips and strategies for succeeding in today's career climate. Programs will
focus on marketing yourself, succeeding as a solo practitioner, adapting to the new legal
environment, and stabilizing your outlook in an unstable world.
Click here for more.
