Inside Business Law

The Uniform Commercial Code Committee 

The Uniform Commercial Code Committee strives to provide timely information and training about recent developments in commercial law, commercial transactions, and commercial practices covered directly by the UCC, as well as those covered tangentially. In addition to ongoing initiatives, which include both live and phone/web accessible CLE and publication of periodicals, recent months have brought success in two special endeavors: 

The Legislative Enactment of Revised Article 9 Task Force 

At its 2010 annual meeting, the Uniform Law Commission approved amendments to Article 9 of the Uniform Commercial Code. Perhaps the most significant change brought about by the amendment is the offering of two alternative approaches to the vagaries of determining individual debtors’ names. Several members of the UCC Committee participated in the drafting of these amendments, and the UCC Committee formed a task force for enactment of the amendments. With the efforts and leadership of co-chairs Tom Buiteweg and John McGarvey, the amendments have been enacted in at least 39 states, and several others are expected to enact them before the July 1, 2013, targeted effective date. 

Survey of the Law of Guaranties 

Also, a joint task force sponsored in part by the UCC Committee just completed a long-awaited and definitive work surveying the laws of the various states on guarantees. The Law of Guaranties, published by the Business Law Section in February 2013, was edited by Jeremy S. Friedberg, Brian D. Hulce, and James H. Prior and is available from the Section through its website. 

The Corporate Laws Committee 

The mission of the Corporate Laws Committee is to adopt amendments to and provide expert commentary on the Model Business Corporation Act. The Committee addresses issues relating to the functioning of public and private corporations, presents programs, and publishes handbooks, treatises, statutory compilations, and other reports and papers on this subject. 

The Corporate Laws Committee regularly publishes its proposed amendments to the Model Business Corporations Act in The Business Lawyer for comment. It also publishes amendments to the Model Act as they are completed. In November 2012, the Committee presented proposed amendments to the Model Act (1) harmonizing certain definitions, (2) addressing court-ordered dissolutions, and (3) removing the 10-year limits on the duration of voting trust agreements and shareholder agreements. 

The Bankruptcy Court Structure and Insolvency Process Committee 

The mission of the Bankruptcy Court Structure and Insolvency Process Committee is to develop, study, and provide assistance on proposals pertaining to bankruptcy court jurisdiction and proposed rules and legislation affecting the bankruptcy system. The Committee comprises lawyers and judges active in bankruptcy or insolvency committees throughout the ABA. 

The Committee has established groups and task forces focused on Electronic Discovery in Bankruptcy, the Financial Crisis, Electronic Filing, White Collar Crime and Business Bankruptcy, Rule 2019 disclosures, and Creditors’ Lawyers.

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Question: On April 13, 2010, Maryland became the first state to recognize benefit corporations (or B-corps, as they are colloquially known) with the adoption of the Maryland Benefit Corporation Act (Maryland Corporations and Associations Article §§ 5-6C-01 through -08). The Maryland Benefit Corporation Act was sponsored by a member of the American Bar Association. Can you name him?

Please see Inside Business Law for the answer to this month’s Business Law Section Trivia Question.

The August issue of BLT will focus on an important issue in business law practice: diversity. Other feature articles focus on an array of topics: the Yates Memo, protecting your brand in a complicated Internet landscape, and immigration law compliance. This BLT issue contains much more business law content—don’t miss it!

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Saratoga Institute on Equine, Racing and Gaming Law
August 9-10, 2016
Saratoga Springs, NY

Business Law Section Annual Meeting – Last chance to save $100. Register by July 22!
September 8-10, 2016
Boston, MA

Miscellaneous IT Related Legal News (MIRLN) 29 May - 25 June 2016 (v19.09)

BLT is a web-based publication drawing upon the best of the Section's resources, including featured articles and other information from around the Section. Stay informed on the latest business law practice news and information that will benefit you and your clients.