BLT: November 2015

Business & Corporate

Our Mini-Theme: Pro Bono for Business Lawyers

Kathleen S. McLeroy

An introduction to the November 2015 mini-theme on Pro Bono.

Business & Corporate

Lawyers without Borders: Business Lawyers Help the Oppressed Overcome Boundaries through Pro Bono Service

More and more business lawyers are stepping outside of the business world and recognizing the reality that exists outside of their comfort zone. They have decided to do something about the violence, persecution, and denial of human dignity. What inspires business lawyers to take this leap outside the comforts of the business world varies, but what unites them all is a desire to serve the public good.

Business & Corporate

Pro Bono for Financial Empowerment

William J. Woodward Jr.

Elevating financial sophistication among consumers in our population is an enormous task, one that will foster better consumer self-protection and financial welfare and improve our economy as well. The CFPB’s financial empowerment program takes a new approach to this task, putting powerful financial “tools” into the hands of those who work with consumers, and teaching those service providers how to educate their clients in how to use the tools.

Business & Corporate

Business Law Pro Bono: Robert Scott Is Leading by Example

Kathleen Hopkins

Pennsylvania business lawyer Robert Scott is an inspirational role model for business lawyers who want to provide pro bono and public service in a manner that will leverage their skill sets and maximize their impact. At the 2015 Business Law Section Spring Meeting in San Francisco, the Section presented Bob with its National Public Service Award, in recognition of his work with Philadelphia VIP and in his community.

Business & Corporate

Spotlight on Miami-Dade Legal Aid’s Venture Law Project

Diana C. Acevedo

Miami’s start-up business community is on the rise. To address this growing trend, Dade Legal Aid formed the Venture Law Project to provide free legal assistance to qualifying start-ups and seed entrepreneurs based in Miami. All business lawyers can support the start-up ecosystem by offering pro bono legal assistance to new entrepreneurs in their communities.

Business & Corporate

Assignment for the Benefit of Creditors: Effective Tool for Acquiring and Winding Up Distressed Businesses

David S. Kupetz

An assignment for the benefit of creditors is an effective tool for acquiring and winding down distressed businesses, while minimizing negative publicity and potential liability.

Business & Corporate

The Virtue of “Represents and Warrants”: Another View

Stephen L. Sepinuck

In our October 2015 issue, Kenneth Adams presented an article on the use of “represents” and “warrants” to introduce statements of fact. This month, Professor Stephen Sepinuck presents his views on the topic.

Taxation

To Prevent Adverse Tax Consequences, Make No Bones About the Classification of Your Loans

Betty J. Boyd

Recourse or nonrecourse: that is the question for the IRS, when it comes to determining the tax consequences of a partnership loan agreement to the individual partners, upon the foreclosure of the partnership’s collateral property. Why does this matter?

Business & Corporate

KEEPING CURRENT: Courts Consider Definition of Autodialer and Standing under the Telephone Consumer Protection Act after FCC Ruling

Elizabeth Bohn

In July, the FCC issued its omnibus ruling responding to 21 petitions seeking exemptions or clarification of certain provisions of the Telephone Consumer Protection Act. The ruling addresses the statutory definition of an autodialer and “called party,” consent and revocation of consent, and the consequences of inadvertently reaching an unintended party after reassignment of a number, among other issues. While these provisions in the ruling are being challenged by a number of industry constituents, decisions issued in California and the Third Circuit have already cited the ruling.

Business & Corporate

DELAWARE INSIDER: Five 2015 Private Company M&A Cases for the Deal Lawyers’ Playbook

Lisa R. Stark

In a number of recent decisions, the Delaware courts have addressed disputes over contractual provisions contained in private company acquisition agreements and related transaction documents that provide significant planning, negotiating, and drafting insights for practitioners. The topics addressed include purchase price adjustments, the treatment of stock options, exclusive remedy clauses, and appraisal rights.

Business & Corporate

MEMBER SPOTLIGHT: An Interview with Professor Lawrence A. Hamermesh

For most people, the title “law professor” conjures up memories of theoretical and abstract discussions about the law. Professor Lawrence Hamermesh embodies the opposite of that. “There are those who view the study of law as, to some extent, independent and perhaps even a theoretical exercise or discipline,” he says. “There’s room for people like that, but I’m not one of them.”

Business & Corporate

Maury Poscover: First Recipient of Award Named in His Honor

At the Business Law Section Annual Meeting Section Lunch on September 18, 2015, Maury B. Poscover was named the first recipient of the Maury B. Poscover Extraordinary Contribution Award. According to former Business Law Section Chair Paul “Chip” Lion III, “Maury has provided a lifetime of extraordinary service to the ABA and the Business Law Section. His efforts and commitment to the ABA and the Section are unmatched. His service—from Section chair to serving in the ABA House of Delegates for 16 years—is truly remarkable. Maury has an ability to explain complex issues and build consensus and this has strengthened the voice of the ABA and has improved the legal profession.”

Business & Corporate

Inside Business Law

This month’s “Inside Business Law” highlights the Business Law Section 2015 Fall Meeting to be held on November 20 and 21 at the Ritz-Carlton in Washington, DC, and provides summaries of the articles published in the fall 2015 issue of The Business Lawyer as well as several recently published Committee newsletters, with links to each.