May 31, 2012

Inside Business Law

Focus on the Commercial Finance and Uniform Commercial Code Committees

The Spring 2012 issue of the Commercial Law Newsletter, published by the Commercial Finance and Uniform Commercial Code Committees, contains a wealth of timely and outstanding content. The newsletter's many significant articles include:

  • Lisa Schweitzer and Robin Baik provide a detailed analysis of a recent Second Circuit opinion regarding the statutory requirement for a federal district court to abstain from hearing state law claims that are related to a bankruptcy case when those claims can be timely adjudicated in a state court in "Second Circuit Holds District Court Must Mandatorily Abstain From Deciding Parmalat State Court Action Related to U.S. Ancillary Bankruptcy Proceeding."
  • Carol Tello provides an excellent summary of recent regulations proposed by the IRS regarding the Foreign Account Tax Compliance Act in "FATCA Proposed Regulations Confirm Revolving Credit Facilities Covered By 'Grandfather' Provision."
  • Thomas S. Hemmendinger, Kieran Marion, and R. Wilson Freyermuth have authored an important update entitled "Uniform Law Commission's Study Committee on Real Estate Receiverships: Project Update and Request for Comments," and they need your help! Here's the background: in 2011 the Uniform Law Commission established a study committee to review whether a Uniform Act on the appointment and powers of real estate receivers would be appropriate and well-accepted by U.S. states. The study committee has identified seven broad issue areas. The linked update describes those seven areas and, if you have relevant knowledge, seeks your input. If you have input, please contact these authors and share it with them!

Community Economic Development

The Spring 2012 Community Economic Development Committee Newsletter is out, and contains some fabulous content:

  • Are you representing a community economic development project involving federal funding? If so, the Davis-Bacon Act of 1931 is something you will need to understand. Davis-Bacon ensures that federal construction contracts pay laborers a fair wage, and Jared Kelly's recent article, "Deciphering Davis-Bacon: Suggestions for Developers and Contractors on How to Avoid a Larger Than Anticipated Construction Budget" provides a superb overview of Davis-Bacon requirements and compliance.
  • Federal regulators are increasingly concerned with the potential for tax evasion schemes involving tax-exempt Section 501(c)(3) organizations. With a substantial number of community economic development organizations qualified as Section 501(c)(3) organizations, compliance with tax laws related to donations and unrelated business income is essential. If you represent a tax-exempt community development organization, April Fabregat-LeBlanc's recent article, "Accountability in the Non-Profit Community: A Look at the Potential for 501(c)(3) Tax Evasion and Misused Donations," is a must-read.

Private Equity and Venture Capital Update

If your practice includes private equity and venture capital transactions, you won't want to miss the Spring 2012 edition of Preferred Returns, the newsletter of the Private Equity and Venture Capital Committee. This most recent edition provides summaries of M&A and capital markets trends in " 2011 Market Overview," venture capital trends in the life sciences sector in "Trends in Terms of Venture Financings for the Life Sciences Sector (Fourth Quarter, 2011)," and other superb articles, including:

  • Jeremy D. Glaser's timely, client-focused overview on "What You Need to Get Done Now If You Want to Sell Your Company in 2012."
  • Bruce W. Burton and Scott Weingust's thought-provoking explanation of "Why Private Equity and Venture Capital Firms Should Care About Intellectual Property Assets."
  • Andrew M. Johnston and Ryan J. Greecher's "VC-centric" analysis of "Managing Secondary Market Transactions With Transfer Restrictions," with a particular focus on Delaware law.

Class Actions and Stockholder Derivative Suits for Boards of Directors

Class action and stockholder derivative suits present companies with the real potential of significant monetary damages and major changes to corporate governance structures, and the wise corporate counsel knows that one of the best ways to avoid and deal with such challenges is through educating the board of directors. To help with such education, this critical compendium of recent trends and case law related to both class action and stockholder derivative suits is an essential tool: "A Spoonful of Sugar: Educating Boards of Directors About Class and Derivative Action Exposure, Avoidance and Procedure." 

Contemporary Ethical Dilemmas in Client and Practice Development

Today's media- and technology-rich environment has greatly expanded the potential for attorney networking, advertising, and business development. How exactly can business lawyers rely on this new technological paradigm to grow their practice while remaining within the bounds of existing ethics regulations? For a thoughtful, provocative answer to this question, be sure to check out the Career and Practice Development Committee's presentation from the Business Law Section's Spring 2012 meeting entitled "Saints and Sinners: Ethical Issues and Dilemmas in Client and Practice Development."