Inside Business Law

The Business Law Section Fall Meeting, Part II 

The Business Law Section held its 2013 Fall Meeting on November 22 and 23 in Washington, D.C. The meeting featured 12 CLE programs and numerous additional meetings, roundtable discussions, and dinners. The materials from and recordings of those CLE programs are all available through the Business Law Section website. In December, we highlighted half of the programs from the Fall Meeting. Here are the rest of the CLE’s from that meeting: 

A Practitioner's Guide to Trends in True Sale and Other Structured Finance Opinions 

The Law and Accounting, Legal Opinions, Federal Regulation of Securities, and Securitization and Structured Finance Committees collaborated to present “A Practitioner's Guide to Trends in True Sale and Other Structured Finance Opinions.” Carolyn P. Richter moderated the panel, which included Mark J. Friedman, Thomas E. Plank, and Steven O. Weise. The panel discussed potential deal structures, the risks of forward solvency guarantees, factors used to determine whether a transfer is a true sale, relevant Dodd Frank considerations, and how the analysis of whether a true sale occurred shifts when the seller is a bank. 

A Profession If You Can Keep It: Challenges to the Practice of Law and Professional Ethics 

The Professional Responsibility Committee presented an ethics discussion moderated by Charles E. McCallum, “A Profession If You Can Keep It: Challenges to the Practice of Law and Professional Ethics” (audio). Panelists Stephen Gillers and Doneene Keemer Damon addressed the ways in which technology and globalization are changing the business of law. First, Mr. Gillers discussed the historically localized nature of the practice of law before 1965, the ways in which that has changed due to technology, specialization, and globalization, and how it is expected to change over the next 20 years. Then, Ms. Damon commented on Mr. Gillers’ discussion and highlighted the questions raised by Mr. Gillers’ observations. 

On the Cutting Edge: Discussion of TriBar’s New Choice of Law Report and the Impact of Opinion Practice of the SEC’s New Regulation D Rules 

The Legal Opinions Committee presented “On the Cutting Edge: Discussion of TriBar’s New Choice of Law Report and the Impact of Opinion Practice of the SEC’s New Regulation D Rules” (audio). Robert Buckholz and Timothy G. Hoxie moderated the panel consisting of Donald Glazer and Stanley Keller. The panelists discussed two recent developments relevant to opinions practice: the recent TriBar report on Choice of Law Opinions and the SEC’s new Regulation D rules pertaining to general solicitation and “bad actors.” The panel also discussed how these developments related to the scope, meaning, and diligence in connection with no-registration opinions. 

Pay Ratio Disclosures and Other Hot Proxy Topics 

The Employee Benefits and Executive Compensation Committee and the Federal Regulation of Securities Committee presented “Pay Ratio Disclosures and Other Hot Proxy Topics” (audio),which discussed the SEC’s impending disclosure rules concerning executive compensation and executive pay ratio disclosures and steps that companies may take in response in the upcoming proxy season. Martha N. Steinman moderated the panel, which included Mark Borges, Susan J. Daley, Howard Dicker, and Christina Padden. 

Regulatory and Enforcement Trends and Developments Affecting Investment Advisers, Investment Companies and Private Funds 

Andrew J. Donohue and Paul N. Roth co-chaired a panel consisting of Andrew J. Bowden, David Grim, Anthony S. Kelly, and Lori A. Martin, discussing the “Regulatory and Enforcement Trends and Developments Affecting Investment Advisers, Investment Companies and Private Funds” (audio). The Federal Regulation of Securities Committee presented the panel. The panel provided an overview of No Action Letters, Division of Investment Management Guidance Updates, Investment Company Act and Investment Advisers Act enforcement cases, relevant speeches, relevant studies, and proposed and adopted rules from 2013. The panel also touched upon recent communications from the Office of Compliance, Inspections and Examinations, selected SEC press releases, and Investment Advisers Act Notices and Orders from 2013. 

What the Supreme Court’s Decision in U.S. v. Windsor Means for Corporate Diversity and Inclusion 

The Employee Benefits and Executive Compensation Committee presented “What the Supreme Court’s Decision in U.S. v. Windsor Means for Corporate Diversity and Inclusion,” a discussion of how the U.S. Supreme Court’s decision in U.S. v. Windsor, striking down as unconstitutional Section 3 of the Defense of Marriage Act of 1996 (DOMA), affects the efforts that a corporation must make with respect to diversity, inclusion, and most specifically, employee benefits. Joseph M. Manicki moderated the panel, which included Kendall Daines and Phillip Long as panelists.

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