November 2009 - Volume 7 - Number 12
Section-Sponsored Events 2009 Fall Meeting November 20-21, 2009 Washington, DC  2010 Spring Meeting April 22-24, 2010 Denver, CO Upcoming Committee MeetingsBanking LawNovember 12-14, 2009 Washington, DC LLCs, Partnerships and Unincorporated Entities November 13-14, 2009 Washington, DC Mergers and Acquisitions December 4-5, 2009 Washington, DC Consumer Financial Services January 9-12, 2010 Park City, UT Middle Market and Small Business January 13-15, 2010 Indian Wells, CA Derivatives and Futures Law January 28-30th, 2010 Naples, FL 
Combating Gray Market Goods December 9, 2009 | 1:00 PM EST Webcast/Teleconference Multi-site 
The 14th Annual National Institute on Negotiating Business Acquisitions November 12-13, 2009 National Institute Windsor Court Hotel New Orleans, LA 19th Annual National Institute on ERISA Litigation November 16-17, 2009 National Institute Millennium Knickerbocker Hotel Chicago, IL M&A Negotiation Trends: Insights from the 2009 Deal Points Study on Private Targets November 17, 2009 | 1:00–2:30 PM EST Webcast/Teleconference Multi-site Where Guarantors Meet Article 9: How Not to Mess Up Your Article 9 Enforcement When You Have a Guarantor November 18, 2009 | 1:00–2:30 PM EST Webcast/Teleconference Multi-site The 14th Annual National Institute on the Gaming Law Minefield February 18-19, 2010 National Institute Las Vegas, Nevada For information on future programs, check out the Section Meetings Calendar. 
For more information on upcoming Committee Meetings contact ruppr@staff.abanet.org. |
Message from the Chair, Nathaniel L. Doliner
Our committees continue to develop innovative ways to better serve our
members. Our Corporate Governance Committee, through its International Developments Subcommittee, has started a blog called Global Corporate Governance News, a platform for sharing knowledge about global corporate governance matters. In its initial offering, the blog discusses corporate governance developments in four countries in Asia, Eastern Europe and South America.
Several of our committees have vigorous dialogs among members as to pressing questions in their field. For example, members of the Private Equity and Venture Capital Committee are able to obtain advice from other members of the Committee as to various provisions in PE and VC documents. The Audit Response Committee provides its members with the latest developments in audit opinion letters and an electronic forum for its members to discuss pressing issues in audit opinion letters.
Our Law & Accounting Committee regularly provides its members with news of proposed changes in accounting principles or rules. Our State Regulation of Securities Committee does likewise with respect to new developments in Blue Sky regulations.
Our newly formed Institutional Investor Committee, which already has more than 170 members, holds monthly telephone conferences to discuss the latest regulatory developments that will affect institutional investors including the Investor Protection Act of 2009.
Last month, I discussed the importance of the Section's Fall Meeting, November 20-21 in Washington, D.C. This month, I would like to highlight two committee meetings that are especially topical given the current economic environment.
The Banking Law Committee will hold its fall meeting in Washington, D.C. on November 12-14, at which it will discuss such topics as the proposed Consumer Financial Protection Act, systemic risk regulation, and the challenges facing in-house counsel of financial institutions in light of the rapidly changing economy and legislative and regulatory landscapes. Many top governmental officials will speak at the meeting. For more information and meeting registration, here.
The Mergers & Acquisitions Committee will meet December 4-5, also in Washington. The Committee will discuss the latest developments and trends in mergers and acquisitions in the current economic environment in the United States and globally. In addition, Molly S. Boast, Deputy Assistant Attorney General for Civil Matters, Antitrust Division of the Department of Justice, will discuss antitrust enforcement as to mergers and acquisitions under the Obama administration. You can learn more about this meeting here.
Nathaniel L. Doliner
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. |
The Existing Dispute Resolution Program Designed by and for the Financial Services Industry: An Update.
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Discusses dispute resolution programs as an alternative to litigation in these unsettled times.
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Why Didn't the Court Enforce Your Agreement? A Litigator's Advice to Attorneys Drafting Transactional Documents
(Audio CD or MP3 package with CLE Credit Available)
| 2. |
Beneficiaries Beware: Standby Letters of Credit are Not Bullet Proof.
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Discusses the status of beneficiaries of standby letters of credit where the issuing bank is now in FDIC receivership.
Web Store Featured Product:-
The ABCs of the UCC: Article 5 Letters of Credit
The ABCs of the UCC is a series of primers written both for practitioners and students.
Each book cuts out the convoluted discussion that often accompany legal literature to provide you
with just the basic concepts and operations of the Code articles in a simple, straightforward style.
To provide you with a starting point for more in-depth study, many of the books also include a bibliography.
This book explains in a simplified yet comprehensive way the law of letters of credit as codified in
revised UCC Article 5.
| 3. |
IRS Issues Guidance on When Lending Activity by a Non-U.S. Person May Subject It To U.S. Income Taxation.
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Discusses a recent IRS memorandum setting forth its position with respect to lending activities by a foreign corporation through a U.S. agent.
| 4. |
Unregistered Finders: A Trap for the Unwary.
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Discusses whether a finder should be registered as a broker-dealer with the SEC and the collateral consequences.
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Commercial Lending Law: A State-by-State Guide
Commercial Lending Law: A State-By-State Guide is a practical, easy-to-use
compendium that outlines the essential information about commercial lending law in all
50 states. This is an especially valuable resource for lawyers negotiating or reviewing
commercial lending laws outside their own jurisdiction. This compilation of state surveys
covers all aspects of commercial lending laws for each state.
| 5. |
Canadian Registration Reform Provides Easier Access for U.S. Broker-Dealers and Advisers.
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Discusses registration of U.S. broker-dealers and investment advisers under Canadian law.
| 6. |
Obama's Push for Renewable Energies: How to Negotiate a Wind Energy Lease Agreement on Behalf of Private Landowner.
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Discusses how farmers and ranchers can lease their private property to a wind energy company.
| 7. |
New Facebook Usernames Have IP Implications for Trademark Owners.
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Discusses how trademark and service mark holders must now take steps to protect their marks on Facebook.
Web Store Featured Products:-
IP Deskbook for the Business Lawyer
With the addition of seven new chapters, this updated and expanded second edition of
Intellectual Property Deskbook for the Business Lawyer serves as the starting
point for issue identification, perspective, and resources in dealing with intellectual
property issues and assets, whether in the context of structuring and consummating transactions
or in the day-to-day counseling of clients.
| 8. |
The FERA's Focus on Financial Institutions.
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Discusses the scope of the Fraud Enforcement and Recovery Act of 2009.
Ethics Corner
An Ethics Primer for Business Lawyers.
The materials address a variety of issues in conflict of interest
situations, in negotiations, and with respect to confidentiality in
connection with client fraud and attorney-client privilege. The materials
are well-researched and authoritative, but still accessible because of the
liberal use of examples throughout to illustrate the problem(s). The
practitioners on the panel share their rich experience in dealing with
these ethical issues with a nuanced discussion.
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Ethics Basics for Business Lawyers
(Audio CD or MP3 package with CLE Credit Available)
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
Nominations Sought for Section Leadership Positions.
Do you know anyone who has what it takes to be a good Section leader?
The Nominating Committee of the Section needs your recommendations
for leadership positions for the 2010-2011 association year. Nominees
will be selected for: Chair-elect (who automatically assumes the position
of Chair the following year); Secretary (who automatically assumes the position
of Vice-Chair the following year); Budget Officer; Content Officer; one
Section Delegate to the ABA House of Delegates; and five additional Council
members for a four-year term expiring in 2014 . The Nominating Committee will
take into account the following principles in making its selections. It will:
select nominees who have been substantial and active contributors to the Section;
seek geographic diversity in the leadership of the Section; strive for representation
from a broad cross-section of the areas of law represented in the Section; and
seek to draw leaders from a broad cross-section of the various sectors of practice,
including corporate law departments, government, academia and private law firms;
and actively recruit nominees that reflect the diversity of the Section.
Please send your nominations by email to
suedaly@staff.abanet.org no later than November 20.
