Detailed Discussion and Analysis of the New Consumer Protection Bureau Created by Dodd-Frank
The Consumer Financial Services Committee has developed excellent materials to educate Section members about the new Consumer Financial Protection Bureau created by the Dodd-Frank Act. In particular, at the Annual Meeting in August, the Committee sponsored a superb program with a panel consisting of in-house and private practitioners, regulators, and an academic. The program provided multiple insights into the new Bureau and its jurisdiction, organization, and work. The Committee also released a special report on the new Bureau, explaining Title X of the Dodd-Frank Act (which created the Bureau) section by section. These materials are great resources for all business lawyers.
Revised Model Stock Purchase Agreement with Commentary Published
The Mergers and Acquisitions Committee recently released the much-anticipated 2d edition of the Model Stock Purchase Agreement with Commentary. A Committee-sponsored CLE program at the Annual Meeting led by members of the task force that revised the model agreement accompanied the release of this authoritative text. The CLE program provided important insights into the rationale behind certain changes and why some proposed revisions were not made.
Current Issues in Business Law Ethics
- Do you practice in New York or California, or have an office that does? At the Annual Meeting, the Professional Responsibility Committee sponsored an all-star program focusing on the new ethics rules in those states, in particular the rules on conflicts of interest, confidentiality, and client misconduct as they relate to business lawyers.
- Are you dealing with creditors' rights? Another Annual Meeting program, co-sponsored by the Business Bankruptcy, Commercial Finance, and UCC Committees, along with the Litigation Section, focused on ethics and malpractice issues that lawyers face in protecting creditors' rights.
- Are you involved in an internal investigation? The Corporate Compliance Committee sponsored an Annual Meeting program on ethical issues that arise in this context, and Paula Tuffin wrote a great article on compliance and ethics programs.
- Are you dealing with consumer litigation? You may want to review the Consumer Financial Services Committee program addressing ethical issues in litigation in that area.
Focus on Officers and Directors
Many committees sponsored CLE programs at the Annual Meeting that focused on issues specific to officers and directors. As the emphasis on good corporate governance continues to grow, these issues are relevant to most business lawyers. Consider checking out the following program topics:
- Enhancing proxy statement disclosure regarding board diversity (sponsored by the Corporate Director Diversity Committee).
- Advising officers and directors of insolvent companies (co-sponsored by the Business and Corporate Litigation and Business Bankruptcy Committees) (in particular, see the sample memorandum to the board of directors of distressed companies concerning the scope of their fiduciary duties).
- Challenges that arise when corporate directors are designated by investors or constituencies (sponsored by the Corporate Governance Committee).
- Responsibilities of officers and directors of multinational corporations, and in particular how different jurisdictions view fiduciary duties (cosponsored by the International Business Law, Business Financing, and Corporate Counsel Committees) (be sure to check out the paper by John Brooks).
Materials
Government Investigations
For a lively and educational discussion of current SEC enforcement issues, listen to the audio recording of the panel sponsored by the Federal Regulation of Securities Committee. For an explanation of the United Kingdom's new 2010 Bribery Act and the differences between it and the U.S. Foreign Corrupt Practices Act, consider reading the article on that topic in the Corporate Counsel Committee's August 2010 newsletter.
Arbitration Spotlight
At the Annual Meeting, the Dispute Resolution and Business and Corporate Litigation Committees co-sponsored a great program on the most current topics in arbitration. In addition to the audio recording, consider reviewing the excellent materials developed for this program, including a survey of recent arbitration cases, an extensive list of questions for use when drafting dispute management clauses, and a menu of options for business users and in-house counsel when making choices about arbitration.
Emerging Issues in Technology and Cyberlaw
As advances in technology and innovation continue to outpace the law, business lawyers and their clients often face difficult and frequently unclear issues. Thankfully, several committees follow these issues and offered some important insights at these Annual Meeting programs:
- How to monitor and protect trademarks and brand use in the age of social media (sponsored by the Intellectual Property Transactions Committee).
- How to conduct corporate due diligence in a complex information-technology environment (sponsored by the Cyberspace Law and Mergers and Acquisitions Committees).
- How to minimize electronic discovery and record retention woes (sponsored by the Cyberspace Law Committee).
- How to navigate new federal regulations imposing enhanced duties for protecting sensitive data from cyber-threats (sponsored by the Cyberspace Law Committee) (be sure to see the outline by Roland Trope).
- How in-house counsel can take advantage of cloud computing (sponsored by the Corporate Counsel, Cyberspace Law, and Intellectual Property Transactions Committees).
Additionally, the Section co-sponsored with other sections two other programs in this area that may be of interest to you: one focused on the future of digital publishing, and the other addressed the increasing importance of cloud computing.