November 30, 2013

Inside Business Law

Late October and early November saw three great committee meetings by the LLC’s Partnerships and Unincorporated Entities Committee, the Business Bankruptcy Committee, and the Banking Law Committee.  Materials from all of those meetings are available through the ABA website. 

The 2013 LLCs Institute

The LLCs, Partnerships and Unincorporated Entities Committee, chaired by Thomas Rutledge, held the Second Annual LLC Institute on October 17 and 18, 2013,  in Arlington Virginia.  The two-day Institute featured numerous panels addressing key issues related to alternative entities and discussing the relationships between corporations and alternative entities.  The keynote speech of the institute, by Chief Justice Myron T. Steele, addressed the “Growing Importance of Alternative Entities as Compared to Corporate Structures.”  Here are some of the highlights of the Institute:

LLC Interests and Securities Law

Jennifer Johnston, Anita Krug, and Tanya Durkee Urbach presented the panel “LLC Interests and Securities Law”. The panel discussed when LLC membership interests may be considered securities under federal or state securities laws, how to avoid that designation when drafting, and the securities law implications of the default provisions of various LLC statutes.

Partnership and LLC Reorganizations

Bradley Borden, Steve Schneider, and Brian O’Connor presented the panel “Partnership and LLC Reorganizations”, discussing how to manage tax issues facing partnerships or LLCs in reorganizations and how to head off those issues in drafting the entities’ governing documents.

Rationalizing Entity Law: Corporate Law and Alternative Entities

“Rationalizing Entity Law: Corporate Law and Alternative Entities”, presented by Joan Heminway and Mark Lowenstein, addressed the theoretical and policy underpinnings of the distinct statutory frameworks for various types of business entities in an attempt to identify and rationalize the salient differences in treatment among various types of entities.

The Business Bankruptcy Committee Meeting

The Business Bankruptcy Committee, chaired by Patricia A. Redmond, held its 2013 Annual Meeting in Atlanta, Georgia, from October 30 through November 2.  In addition to numerous working subcommittee meetings, the Committee presented 11 CLE programs on a wide variety of topics of interest to business bankruptcy practitioners. A few highlights are the following:

Priority of Payment Issues in Chapter 9 Cases: Who Gets Paid First?

Gary Klausner moderated “Priority of Payment Issues in Chapter 9 Cases: Who Gets Paid First?” a panel of Hon. Frank J. Bailey, Jeffrey B. Ellman, and Michael J. Gearin, discussing competition between pension obligations and capital market creditors for a municipality’s funds in a Chapter 9 case.

Valuation: Challenging Legal and Factual Issues

Susan M. Freeman and Michael Reed co-moderated a panel discussion, titled “Valuation: Challenging Legal and Factual Issues”, among Ronald F. Greenspan, Frank Lorincz, Hon. Bruce A. Markell, and Jeffrey Stoops, discussing recent case law affecting valuation of collateral.  The panel addressed the valuation of low-income housing developments, causes of action, securitized mortgages, and brownfields, among other issues.

More Fallout from Stern v. Marshall: Ninth Circuit v. Sixth Circuit

Linda Leali moderated “More Fallout from Stern v. Marshall: Ninth Circuit v. Sixth Circuit”, a panel of G. Erix Brunstad, Jr., Jessica D. Gragel, and Craig Goldblatt discussing the upcoming U.S. Supreme Court argument in Executive Benefits Insurance Agency v. Arkinson (In re Bellingham Insurance Agency), which presents questions related to the adjudication of constitutionally non-core matters before a bankruptcy court.

The Banking Law Committee Meeting

The Banking Law Committee, chaired by William F. Kroener, III, held its 2013 Annual Meeting in Washington, D.C., from November 7 through 9.  The meeting featured a keynote speech by Tim Mayopoulos, the CEO of Fannie Mae.  In addition, the Committee presented seven CLE programs on new and evolving topics in banking law. Some of the highlights of the panels are as follows:

A Look Inside the CFPB

Meghan Musselman moderated the panel, “A Look Inside the CFPB”, consisting of Ron Rubin and Andrew Miller.  The panel addressed the genesis of the CFPB, its position relative to other related agencies, and the CFPB’s recent activity.

In-House General Counsel Panel

The “In-House General Counsel Panel”, of John Finneran, Gerald Hurst, and Berit Block, moderated by Heather Koenig, discussed the challenges facing bank general counsel in the post-Dodd-Frank-world.  The panel touched on key issues related to managing relationships, sources of increasing risk, and heightened governance expectations, among other things.

View from the Hill

“View from the Hill”, was a panel of Andrew Olmem, Sam Woodall, and Tara Foscato, moderated by Eli Peterson, which provided insight into Congress’s legislative priorities with respect to financial services.

Agency General Counsels Discussion

Heather Koenig, Megan Musselman, and Eli Peterson co-moderated a panel of Scott Alvarez, General Counsel FRB; Richard Osterman, Acting General Counsel, FDIC; Daniel Stipano, Deputy Chief Counsel, OCC; and Stephen VanMeter, Deputy General Counsel, CFPB.  The “Agency General Counsels Discussion” (audio) for 2013 focused on the most critical issues facing the banking agencies, as seen through the eyes of the agencies’ general counsel and also addressed recent interpretive letters, rulemaking, and enforcement actions.