Current Business Combination Topics
- Strategies for avoiding disputes regarding closing adjustment provisions are offered in a recent article in the M&A Committee's newsletter, Deal Points.
- Issues for troubled banks and their owners following FDIC-assisted deals are addressed in the materials from an annual meeting CLE program sponsored by the Taxation Committee. Materials
- Poison Pills, and how to prepare for the unexpected, are the topic in the materials from an annual meeting CLE program sponsored by the Business and Corporate Litigation Committee. Materials
- Dispute-resolution clauses in international combinations are addressed in a CLE program sponsored by the M&A Committee. Materials
In the August edition of Inside Business Law, we pointed you to several webinars sponsored by the Environmental, Energy and Natural Resources Committee. The Committee has devoted the entire Fall 2010 issue of the Environmental and Energy Business Law Newsletter to a detailed discussion of the regulation of oil spills and oil-related facilities. The articles are accessible and educational, even for business lawyers who do not practice in this area. The articles focus on the Oil Pollution Control Act ("OPA"), the OPA's cap on liability for damages, claims against the $20 billion escrow fund being run by Ken Feinberg, the awarding of drilling leases, issues with pipelines , and the potential environmental risks of natural gas production.
Alternative Entities Update
If your practice involves alternative entities, two recent pieces developed by the LLCs, Partnerships and Unincorporated Entities Committee are worth your attention. First, the July 2010 issue of Pubogram contains an in-depth article on the material participation standard of Internal Revenue Code section 469 and the impact of two recent court decisions on income from LLCs being subject to self-employment tax. Second, if you would like to develop your understanding about bankruptcy of alternative entities, consider checking out a CLE program on that topic from the Annual Meeting.
What's Happening in the States?
The State Regulation of Securities Committee; LLCs, Partnerships and Unincorporated Entities Committee; and Government Affairs Practice Committee have in recent months provided some relevant updates on legal developments in the states that are important to check out if your practice touches these areas. In particular, take a look at the following:
- Alan Parness's article in the September 2010 issue of the Blue Sky Bugle highlights the issues with Rule 506 state notice filings (under Regulation D), including the impact of the Dodd-Frank Act, and Philip Feigin's article in the same newsletter presents some food for thought about a potential uniform fiduciary duty for investment advisers and broker-dealers in light of Dodd-Frank's mandate to the SEC to study the effectiveness of the existing "suitability" standard of care. The Business Law Prof Blog recently spotlighted this edition of the Blue Sky Bugle.
- In the July 2010 edition of the Pubogram, there are two great articles providing updates on Delaware's and Kentucky's respective LLC and partnership legislation; and Elizabeth Miller's periodic update on cases involving LLCs and partnerships in the same Pubogram is always a useful resource for practitioners.
- The Summer 2010 issue of the Government Affairs Practice Committee's newsletter profiles legislative and regulatory updates in Minnesota, New Jersey, New York, North Carolina, Pennsylvania, Texas, and West Virginia.
Commercial Finance and UCC Programming
If you missed some of the Commercial Finance and UCC Committees' programming at the Annual Meeting, you can still take advantage of the wealth of insight that those panels offered. Three programs in particular had great resource materials for your practice. First, to address the all-too-common situation where a borrower defaults under its financing agreement and a single forbearance agreement won't cut it, the Commercial Finance Committee put on a program that dives into the loan work-out process (Materials). Second, commercial loan transactions present special issues when the debtor, the collateral, or both are located outside the United States; the UCC Committee put on a program to discuss what practitioners should do in such situations (Materials). Finally, if you've ever wondered about the "miscellaneous" boilerplate provisions in most every financing agreement, this Commercial Finance Committee-sponsored program explains the provisions' purpose, how they should be phrased, and whether they are even necessary in the first place (Materials).
Increasing Pro Bono Involvement
For business lawyers, pro bono opportunities are not always self-evident. At the immensely popular Pro Bono Breakfast at this year's Annual Meeting, in-house counsel from Merck, Clorox, and Gap, among other lawyers, provided some practical ideas to increase pro bono participation. Check out a summary of the discussion in the September 2010 issue of the Pro Bono Committee Newsletter.