October 22, 2015

Inside Business Law

The 2015 Business Law Section Annual Meeting

The Business Law Section welcomed more than 1,600 attendees from 23 different countries to Chicago, Illinois, September 17–19, for the 2015 Business Law Section Annual Meeting. Just steps away from Chicago’s famous Magnificent Mile, the Hyatt Regency Chicago hosted a wide variety of programs on topics ranging from “Beer and CFS Basics” to “Cyber Criminals: What They Do, How They Do It, and How It Affects Your Company” to “Mobile Health Apps: You Are Probably Violating the Law” to “Disaster and Emergency Planning for the Nonprofit Organization: Preparing and Responding to the Zombie Apocalypse” to “Avoiding a Train Wreck: Best Practices for Multi-Tracked Litigation, Mediation, and Arbitration.”

The Business Law Health Club, Business Breakfast Club, and Pro Bono Breakfast Club offered attendees a variety of ways to start their days off right. The Section Dinner held at the Museum of Broadcast Communications, numerous Committee dinners and receptions, and the Suite Crawl put festive caps on productive days of Committee meetings, CLE presentations, and business meetings. By the time the 2015 Business Law Section Annual Meeting came to a close, attendance had eclipsed the mark set at the inaugural Business Law Section Annual Meeting in September 2014. Eighty CLE programs (11 more than the 2014 Annual Meeting), 264 Committee business meetings (52 more than the 2014 Annual Meeting), and 13 Committee dinners were held. Further, use of the 2015 Business Law Section Annual Meeting App nearly doubled to approximately 1,000 users.

Those unable to attend the Annual Meeting and those who would like to enjoy even more Annual Meeting programming can access the written materials and audio recordings from 82 Committee-sponsored CLE programs in the Program Materials Library. Overviews of the five most in-demand CLE programs are presented below.

Your Business Is My Business: Watching Out for Cybersecurity Issues with Third-Party Vendors

In this program, presented by the Banking Law and Consumer Financial Services Committees, cosponsored by the Credit Unions Committee, chaired by Jonice Gray Tucker, and moderated by Sarah Elliott, speakers Valerie Abend, Rena Mears, Dana Syracuse, and Roy Thetford dove headlong into everyone’s business to highlight the recent trends in data breaches, state and federal regulatory expectations pertinent to cybersecurity, as well as enforcement activities in this area. Given the recent surge in data breaches – such as the compromise of 83 million household and small business records from JP Morgan Chase, up to 80 million records from Anthem, Inc., up to 21.5 million records from the Office of Personnel Management, and up to 37 million records from AshleyMadison.com – it should be of little surprise that this program was one of the best attended. Against this backdrop, the panelists offered practical insights into how relationships with third-party service providers can be better managed to improve cybersecurity and reduce the threat of data breaches. The bottom line for attendees was that if practitioners are not sticking their noses in the business of third-party vendors to evaluate cybersecurity practices, cyber criminals may be sticking their hands into the sensitive electronic records of the practitioners’ clients.

Corporate-Like Terms: The Dangers and Pitfalls of Using Corporate Concepts in LLC Operating Agreements

The Swiss Army knife of business entities, the limited liability company, presents a great deal of flexibility to the skilled practitioner, but in the hands of the unwary, the risk of being cut is ubiquitous. In this program sponsored by the LLCs, Partnerships and Unincorporated Entities Committee, cosponsored by the Credit Unions and Middle Market and Small Business Committees, and chaired by Steven Frost, panelists Kelley Bender, Chad Buttell, Eric Feldman, and Dan Kleinberger spoke to the importance of not importing corporate concepts into the organic documents of limited liability companies. After highlighting several cases, including Zimmerman v. Crothall, et al. and Haley v. Talcott, in which unbidden corporate concepts intruded, the panelists suggested that, where analogous concepts exist in the laws of other unincorporated business types, practitioners may be better served using such laws (and persuading the courts to do the same), rather than attempting to shoehorn corporate law concepts into limited liability company operating agreements.

Ethics and Privilege Issues Which Confront Inside and Outside Corporate Counsel

Sponsored by the Corporate Counsel Committee, cosponsored by nearly 45 additional Committees, and chaired by Robert L. Haig, panelists Sean M. Berkowitz, Robert E. Bostrom, Jodi J. Caro, Carrie J. Hightman, Paul M. Liebenson, Carla R. Michelotti, Mark J. Ohringer, Daniel E. Reidy, David P. Scharf, Patrick M. Sheller, Anton R. Valukas, Dan K. Webb, and Steven A. Weiss addressed ethical and privilege issues applicable to nearly every business law practice area. In an industry where the key to today’s success is to do things better, faster, and more cost effectively than yesterday, ethical dilemmas and privilege issues abound. During two one-hour segments, the panelists explained how inside and outside counsel can manage these dilemmas and issues without sacrificing effectiveness or efficiency by selecting the right strategy and by implementing systems and practices that promote ethical conduct and protect privileged materials as a matter of organizational culture.

Regulating Cryptocurrencies and Digital Payments Around the Globe: What’s Going On and How Do We Handle It?

For the uninitiated, cryptocurrencies – such as Bitcoins, Ripple XRPs, Litecoins, and DigitalNotes – are forms of payment that exist solely in digital or virtual form and that rely on cryptography to control their exchange and supply. Presented by the Consumer Financial Services Committee, cosponsored by the Banking Law and Cyberspace Law Committees, chaired by Roberta Torian, and moderated by Sarah Jane Hughes, speakers Angela Angelovska-Wilson and Rob Hunter focused on cryptocurrencies in the context of Anti-Money Laundering/Bank Secrecy Act and OFAC compliance, including recent regulatory actions, new issues regarding sanctions, and what each means for businesses and their lawyers and cross-border payments. Ms. Angelovska-Wilson and Mr. Hunter both emphasized how cryptocurrencies represent a significant disruptive force in both established financial markets and jurisprudence and, as such, represent a significant opportunity for businesses and their attorneys to reexamine the same.

The Challenges Associated with Mandated Disclosures

Valerie Hletko cochaired and Katherine Armstrong cochaired and moderated a discussion, in a program presented by the Banking Law and Consumer Financial Services Committees, by Omri Ben-Shahar, Brandon Blazo, David Esquival, Kathleen Keest, and Malini Mithal on complying with mandatory statutory disclosures and writing regulatory-compliant disclosures and disclaimers. The panel addressed the challenges associated with complying with mandatory disclosure obligations and what happens when statutory or regulatory disclosure regimes fail to meet desired expectations.

The 2016 Business Law Section Spring Meeting

Registration for the 2016 Business Law Section Spring Meeting, which will be held from April 7–9 in beautiful Montréal, Québec, is now open. You can register here. The 2016 Business Law Section Spring Meeting is expected to rival the 2015 Business Law Section Annual Meeting in attendance, program offerings, and Committee meetings. Nous espérons vous voir à Montréal.