March 20, 2016

Inside Business Law (Mar. 2016)

This month’s “Inside Business Law” highlights the Member Spotlight on the Honorable William H. Webster, and provides summaries of recent Business Law Section committee meetings, recent CLE programs from In the Know and Business Law Basics, as well as several recent committee newsletters, with links to each. 

The January 2016 edition of Business Law Today featured as its “Member Spotlight” one of the most distinguished lawyers in the United States – the Honorable William H. Webster. Read the Q&A and listen to the audio with Judge Webster here

Judge Webster is an iconic figure in the U.S. intelligence and national security communities and is the only American to serve as both the director of the FBI and the director of the CIA. Prior to that, he served as a judge on the U.S. Court of Appeals for the Eighth Circuit and on the U.S. District Court for the Eastern District of Missouri. As noted in our trivia answer, Judge Webster was the chair of the Business Law Section from 1977 to 1978. Judge Webster is the recipient of the Presidential Medal of Freedom, the National Security Medal, and the Distinguished Intelligence Medal, to name just a few of his many awards. He currently serves as chairman of the Homeland Security Advisory Council. 

ABA Business Law Section – Fall 2015 Committee Meetings 

Fall 2015 saw many great stand-alone committee meetings, including meetings by the Business Bankruptcy Committee and the LLCs, Partnerships and Unincorporated Entities Committee. 

The Business Bankruptcy Committee Fall 2015 Meeting 

The Business Bankruptcy Committee, chaired by Kay S. Kress, held its 2015 Fall Meeting in September 2015 in Miami Beach, Florida. In addition to numerous working subcommittee meetings, the committee presented CLE programs on a wide variety of topics related to business bankruptcy. The materials from those programs, including audio recordings of several of the panels, are available at the committee’s webpage under “Newsletter, Materials and Publications.” A few highlights include the following programs:

  • Almost Everything You Wanted to Know About . . . Tax Issues in Bankruptcy, presented by Jeffrey Sklarz, Fran Sheehy, Kimberly Lam, George Klidonas, and Howard Steinberg;
  • Chapter 11 and the Church: “Open the Door and See All the People”, presented by Susan G. Boswell, Donald J. Detweiler, Patrick A. Jackson, Robert B. Millner, the Honorable Elizabeth L. Perris, and David M. Fournier;
  • From Vegas With Love – The Story of the Fontainebleau Las Vegas, presented by Sidney P. Levinson, the Honorable A. Jay Cristol, Soneet R. Kapila, John H. Genovese, James D. Gassenheimer, and Gabrielle A. Hamm;
  • Intercreditor Agreements: Problem-solver or an Invitation to a Fight?, presented by Corali Lopez-Castro, Samuel R. Maizel, David E. Lemke, Celeste Boeri Pozo, Mary Ann Welsh, and Jason D. Curry;
  • Making Law, Doing Good – Pro Bono Appellate Advocacy from the BAP to the Supreme Court, presented by the Honorable Elizabeth S. Stong, G. Eric Brunstad, Susan M. Freeman, Catherine L. Steege, and the Honorable Eugene Wedoff; and
  • The Erosion of Defenses in Fraudulent Transfer Litigation, presented by Bruce J. Borrus, Linda Leali, Patricia A. Redmond, and G. Steven Fender.

The LLCs, Partnerships and Unincorporated Entities Committee Fall 2015 Meeting 

The LLCs, Partnerships and Unincorporated Entities Committee, chaired by Thomas Rutledge, held its 2015 LLC Institute in November 2015. The committee presented CLE programs on a wide variety of topics related to limited liability companies, partnerships and unincorporated entities. The materials from those programs, including audio recordings of several of the panels, are available at the committee’s webpage under “Meeting Materials.” A few highlights include the following programs:

  • Legal Opinions Not in Delaware, presented by the Committee on LLCs, presented by Bill Callison, Christina Houston, Cristin Keane, Johnny Lyle, and Anna Mills;
  • Navigating Ethical Maelstroms When the Law Firm Ship is Going Down, presented by George W. Coleman, Susan Saab Fortney, and A.J. Singleton;
  • The Legal Death of a LLC: A Nationwide Hodgepodge of Rules and Practices, presented by Joan Heminway, Carter Bishop, and Doug Moll; and
  • What Is An Operating Agreement and Why Do We Care?, presented by Robert Keatinge, Kelley Bender, Ann Conaway, Elizabeth S. Fenton, Saul Ewing, Joan Heminway, and Jessica Liou.

Recent Committee Newsletters 

A number of committees have recently published newsletters, including the following: 

The Cyberspace Law Committee’s Cyberspace Law Committee Newsletter (February 2016) features the following:

  • a recap from the International Identity Law and Policy meeting, held January 14, 2016, co-sponsored by the Identity Management Legal Task Force, the World Bank, and the Open Identity Exchange, by Thomas J. Smedinghoff;
  • a report from the Electronic Payments and Financial Services meeting held on January 30, 2016, where the committee discussed, among other things, the emerging role of blockchain technology, and the prospects for applications beyond the Bitcoin; and
  • reports from the chairs of various subcommittees of the Cyberspace Law Committee, including the Electronic Contracting Subcommittee; Cybersecurity Subcommittee; Social Media, Corporate Governance, and Strategy in Cyberlaw Subcommittee; Enterprise Technology Subcommittee; International Trade Subcommittee; and Mobile and Connected Devices Subcommittee.

Find the February 2016 issue of the Cyberspace Law Committee Newsletter here

The Business Bankruptcy Committee’s Business Bankruptcy Committee Newsletter (January 2016) features the following articles and topics:

  • To Disclose Or Not To Disclose: The Case of Pre-petition Insider Payments, by Lesley Welwarth;
  • Protection for Trademark Licensees in Licensor Bankruptcies Remains Uncertain: In re Tempnology, LLC, by Kevin Grzebielski;
  • Threading the Needle: Bankruptcy Court Ruling Reconciles Chapter 15 and Barnet, by Dustin Smith; and
  • Dairy Farms Are Risky Business: Interest Risk Rate For Secured Claims in Chapter 12 Cases, by Daniel Molina-Lopez.

Find the January 2016 Business Bankruptcy Committee Newsletter here. 

The Intellectual Property Committee’s Intellectual Property Committee Newsletter (January 2016) features the following articles and topics:

  • Friend or Foe: the New Patent Challenge Procedures at the Patent Trial and Appeal Board, by Adam Kelly and Arthur Yuan;
  • Are Your Clients Including QR Codes on Investor Statements? Doing So Could Land Them in a Patent Infringement Lawsuit, by James P. Muraff and Maxwell B. Snow;
  • ARGENTINA: Court of Appeals Holds e-Commerce Platforms Liable for Trademark Infringement and Rules That Use of a Trademark as Keyword Infringes Upon Trademark Rights, by Diego Fernández;
  • With an Intellectual Property Portfolio Strategy Comes Company Growth, by Ric Gruber; and
  • Key IP and Data Privacy Issues in the Internet of Things, by Chris Anderson and Tricia Brauer.

Find the January 2016 Intellectual Property Committee Newsletter here. 

In The Know – Recent CLE Programs 

In The Know is a series of monthly web-based CLE programs presented by various committees within the Business Law Section that explore timely issues and feature industry experts from across the country. Members of the Business Law Section may access the audio, program materials, and (where available) video from past programs. CLE credit is only available to those attending the live programs. 

M&A Negotiation Trends: Insights from the 2015 Private Target Deal Points Study 

March 10, 2016
Audio and program materials are available here.
Presented by: Mergers and Acquisitions Committee

Panelists discuss and offer insights from the recently released 2015 version of the Mergers and Acquisitions Committee’s flagship Private Target Deal Points Study. This program is a must-watch for all deal lawyers interested in market trends and developments in negotiating acquisition agreements of private targets. 

Business Succession – Tax and Financial Considerations 

February 11, 2016
Audio and program materials are available here.
Presented by: Taxation Committee

Panelists highlight how to transition a business while minimizing or eliminating taxes, including a discussion on transfers of closely held businesses to key employees and family members. In addition, the panelists compare and contrast corporate and partnership opportunities and review estate planning consequences of business succession. 

Business Law Basics – Recent CLE Programs 

Business Law Basics features monthly web-based CLE programs presented by various committees within the Business Law Section that are designed to cover the key fundamentals of substantive practice areas. Members of the Business Law Section may access the audio, program materials, and (where available) video from past programs. CLE credit is only available to those attending the live programs. 

Understanding the Key Elements of a Legal Opinion 

February 25, 2016
Audio and program materials are available here.
Presented by: Legal Opinions Committee

Panelists examine standard legal opinions given in financings and M&A transactions and discuss what the legal opinions mean and what diligence is required to support the opinions given. To aid the business lawyer, the panelists also walk through a basic form of third party legal opinion and highlight the opinion’s main features. 

Getting the Money – Roadmap of a Financing Transaction 

January 28, 2016
Audio and program materials are available here.
Presented by: Commercial Finance Committee

Panelists highlight the “basic” structure of every financing transaction, touching on relevant due diligence, followed by a brief recap on Article 9 and secured transactions. The panelists then discuss the documentation of a transaction, including term sheets and commitment letters, the credit and security agreement and ancillary documents and the differing perspectives of the lenders and the borrower on various provisions found in these documents.


BLS Trivia Answer: Chair of the Corporation, Banking and Business Law Section (now the Business Law Section) of the American Bar Association.