October 31, 2013

Inside Business Law

Highlights of the 2013 Annual Meeting Content

The Business Law Section participated in the ABA Annual Meeting for the last time between August 9 and 11, 2013. The Section’s inaugural stand-alone annual meeting will take place from September 11–13, 2014, in Chicago.

At the 2013 ABA Annual Meeting, practitioners, judges, and law students from across the Section met in San Francisco to reconnect and to update themselves on the state of the law. Committees within the Section presented a total of 49 different programs ranging from introducing attendees to current issues in business tax reform (i.e., “Tax Reform for Dummies: What Every Business Lawyer Should Know”) to updating attendees on current legal ethics issues (i.e., “Things My Ethics Professor Didn’t Tell Me: Top Ethical Pitfalls for the Social Media”).

To highlight some of the many valuable, interesting, and substantive programs:

“The 1-2-3's of Valuation”

Katherine M. Koops chaired the panel for “The 1-2-3’s of Valuation”, consisting of Karol Denniston, John Levitske, the Honorable Donald F. Parsons, Jr., and Mark Zyla, and which presented a practical approach to valuing a transaction. The materials from the panel include both a timeline of the valuation issues at each point in the transaction and an overview of basic valuation concerns. The Business Law Education Committee presented the program, which was co-sponsored by the Business Bankruptcy Committee, the Business and Corporate Litigation Committee, the Business Financing Committee, the Corporate Counsel Committee, and the Private Equity and Venture Capital Committee.

“To Tweet or Not to Tweet”

Jeffrey Sherman moderated the panel for “To Tweet or Not to Tweet: What Boards of Directors and Those Who Advise Them Need to Know about Corporate Uses of Social Media and Avoiding Potential Minefields”, consisting of Holly Gregory, Paul J. Gennaro, and Katayun I. Jaffari, and which addressed the role of the board with respect to corporate use of social media, and the strategic opportunities as well as potential risks posed by the board's communication through social meeting including potential SEC issues. The Board and Director Utilization of Social Media Task Force of the Corporate Governance Committee, along with co-sponsors Cyberspace Law Committee and the Federal Regulation of Securities Committee, presented the program.

“The Business of Healthcare, Parts I and II”

“The Business of Healthcare, Part I: The Development of Healthcare Exchanges in the Wake of the Supreme Court's Obamacare Decision”, presented by Thomas M. Fisher, Amy Kellogg, Gabriel Ravel, and Manny Munson-Regala, summarized the issues related to the newly mandated state healthcare exchanges and then provided a specific example of how one state, California, was implementing its healthcare exchange. Part I was co-sponsored by the Government Affairs Committee and the Health Law and Life Sciences Committee.

“The Business of Healthcare, Part II: Legal Issues for Employers and Health Care Providers Complying with the New Coverage Rules”, was moderated by Willard L. Boyd III, with panelists Judith Boyette, Jill Gordon, Gabrielle Goldstein, and Rachael Maxwell-Jolly. Part II addressed both the employer-side and the provider-side issues related to compliance with the Affordable Care Act. The panel was presented by the Nonprofit Organizations Committee and co-sponsored by the Health Law and Life Sciences Committee, the Employee Benefits and Executive Compensation Committee, and the Government Affairs Practice Committee.

New Committee Materials

In addition to all of the materials from the Annual Meeting, several committees have posted new materials to the Section's website.

Benefit Corporations and the Model Business Corporation Act

The Corporate Laws Committee of the Business Law Section recently issued a white paper discussing the various benefit corporation alternatives that states have adopted. The paper includes language that could be used by a state that is amending its business corporation act to address benefit corporations. In the recently posted webinar, “Benefit Corporations and the Model Business Corporation Act”, Frederick Alexander, the principal drafter of the white paper, discusses benefit corporations under the Model Business Corporation Act.

Recently Released Committee Newsletters

In addition, the Private Equity and Venture Capital Committee and the Nonprofit Organizations Committee have each published a new edition of their committee newsletters within the last month, respectively, Preferred Returns and Nonprofit Organizations Committee Newsletter.