Comment Letters
With so many regulatory changes coming from so many different agencies, it's no surprise that our Committees are very busy with comment letters. The comment letter process provides an unparalleled opportunity for practitioners to help influence the development of the law.
- If you want to stay on top of pressing issues in securities regulation today, be sure to review the comment letter page of the Federal Regulation of Securities Committee. In the past two months, the Committee has written an astounding total of nine comment letters to the SEC, many of them together with the Securitization and Structured Finance Committee. This commentary covers a wide range of significant subjects, such as the conflicts of interest provisions in Section 621 of Title VI of the Dodd-Frank Act. The hot topic of asset-backed securities has been the catalyst for three letters, discussing improvements to the securitization process for ABS; the requirement that issuers review the assets underlying ABS offerings; and the ABS-related disclosures required by Section 943 of the Dodd Frank Act.
- For a critique of FASB's proposed Accounting Standards Update regarding disclosure of loss contingencies, review the ABA's comment letter on this important subject, featuring input from the Law and Accounting Committee, and the Audit Response Committee.
International Developments
- If your practice involves international banking, don't miss the in-depth presentations on the Basel Accords that were given at the Banking Law Committee's Fall Meeting. Take this opportunity to review the reform proposals of Basel III, which will mean significant changes to bank capital requirements, and take a detailed walk through the new leverage requirements.
- For an interesting look at key issues in cross-border insolvency cases, check out the materials from this presentation at the Business Bankruptcy Committee Fall Meeting.
State Law Updates
If you or your clients do business in Kentucky, be sure to read the in-depth analysis of the Kentucky Business Filing Act found in the October 2010 editon of the Pubogram from the LLCs, Partnerships, and Unincorporated Entities Committee.
Model Opinion Letters
Need a model opinion letter to use in a stock purchase transaction? Then you're in luck, because the Legal Opinion Resource Center now features a key excerpt from the M&A Committee's recently published Model Stock Purchase Agreement with Commentary, Second Edition. The helpful excerpt contains Exhibit 8.6(a), a model Opinion Letter from Counsel to Sellers, and 9.5(a), a model Opinion Letter from Counsel to Buyer. It begins with an excellent preliminary note full of pointers on legal opinion practice. You can purchase the entire book here.
The Role of Independent Directors in Corporate Governance Published
Looking for more on the topic of independent auditors and corporate governance? Last month, Training for Tomorrow featured an article by corporate governance authority Bruce F. Dravis. This month, The Business Law Section is pleased to announce the publication of his book, The Role of Independent Directors in Corporate Governance. For a deeper treatment of these important issues, it is not to be missed.
Professional Reflections of Business Law Advisor Marshall Small
Take a moment to read the remarks of Business Law Advisor Marshall Small, given before the Council at the Annual Meeting. Mr. Small provided reflections on his storied career, with observations about law school, clerking for Supreme Court Justice William Douglas, Mr. Small's time in private practice, and his experience with the Business Law Section's Corporate Laws Committee. He ends with some positive advice for today's practitioners.