Want to Become More Involved in the Affairs of Your Section?

Article Date: Wednesday, April 21, 2010

1. Business Organizations
The proliferation of business entities (such as the LLC and the LLP) is a continuing challenge to business lawyers. This committee focuses on the law and practice applicable to the various types of business entities. Recent law reform initiatives have focused on the North Carolina Business Corporation Act and the Model Business Corporation Act. The committee was also active in the promulgation of Third Party Legal Opinions in Business Transactions, which is available on the Web site of the Business Law Section.

2. Continuing Legal Education
Quality programs enable business lawyers to stay abreast of developments in their practice areas as well as to satisfy their continuing legal education obligations. This committee designs, plans, and conducts the CLE programming of the Business Law Section. The principal offerings of the committee are its annual event that coincides with the section's annual meeting, which has been held in Pinehurst in recent years, and the biennial Basics of Business Law, which is aimed at relatively new practitioners. For the annual event, the Business Law Section often collaborates with the Corporate Counsel Section.

3. Corporate Counsel Liaison
This committee acts as liaison with the Corporate Counsel Section to promote discussions of matters of mutual interest to members of both sections.

4. Ethics and Professionalism
This committee consults with the North Carolina State Bar on questions of ethics applicable to business practice.

5. Forms Initiative
Our Forms Initiative prepares and makes available, exclusively to members of our section, sample business contracts frequently used by North Carolina attorneys in business transactions. Sample forms include asset purchase agreements, stock purchase agreements, employment agreements, supply contracts, loan documents, and many others. These forms are made available to section members by download from our section's Web site in Microsoft Word format. Volunteers are needed to draft and/or review forms as part of the second phase of this committee's efforts.

6. Franchise Law Committee
This committee focuses on the particular issues facing franchising as a form of business.
 
7. Legal Assistant Liaison
This committee fosters cooperation between lawyers in the Business Law Section and legal assistants in the Legal Assistants Division.

8. Legal Opinions Committee
In March 2004, the Legal Opinions Committee published its report, entitled Third Party Legal Opinions in Business Transactions (Second Edition, 2004), which contains a comprehensive discussion of customary practice in rendering legal opinions to third parties in business transactions, including a specimen opinion. Thereafter, the committee published a supplement to that report in 2009. Currently, the committee is monitoring continuing developments in both the law and practice concerning a lawyer's duties and liabilities in the rendering of third-party legal opinions in order to ensure that its report remains current.

9. Legislative
Business lawyers must keep pace with changes in state and federal law. Much of the law applicable to business practice is statutory, and business lawyers must be informed of the work of the North Carolina General Assembly in its long and short sessions. This committee monitors the work of the General Assembly, represents the Business Law Section as requested, and provides an annual update at the end of each session.

10. LLC Act Revisions Task Force
The National Conference of Commissioners on Uniform State Laws (NCCUSL) released the Revised Uniform Limited Liability Company Act ("RULLCA") with commentary in its final form in 2006. Shortly thereafter, the Business Law Council and the Tax Law Council of the North Carolina Bar Association, with input from the leadership of the Estate Planning & Fiduciary Law Section and the Real Property Law Section, organized an ad hoc committee (the "Committee") to evaluate RULLCA for the purpose of making recommendations to the North Carolina Bar Association and the General Assembly regarding whether North Carolina should adopt RULLCA in some form and, if not, whether the North Carolina Limited Liability Company Act ("NCLLCA") should be amended.

The committee completed the first part of its work by proposing modernizing amendments, which were enacted as Session Law 2009-247 and became effective on Jan. 1, 2010. The Committee's official explanation to each provision is available on the Business Law Section's Web site. The committee is comprised of 11 subcommittees, each responsible for a different substantive area of the NCLLCA. Each subcommittee has prepared a written report. These reports are being revised and will be placed on the section's Web site. They may be found at (http://businesslaw.ncbar.org/resources/llc-act-update.aspx) for the entire Bar's review and comment.

11. Membership Development
This committee monitors levels of membership in the Business Law Section. It pays particular attention to methods for recruitment and retention of members.

12. Newsletter 
Notes Bearing Interest is the quarterly publication of the Business Law Section. It contains substantive articles on topics of interest to business lawyers, annual legislative updates, and discussions of new developments in case law. The newsletter also serves as a conduit of information from the office of the Secretary of State regarding substantive matters and compliance with procedures in corporate and commercial practice. Contributions to the newsletter are welcome, and any prospective author may request a style sheet, which will be sent by e-mail. Send all requests to the editor at
beckwith1@mindspring.com.

13. Nonprofit Organizations
This committee concentrates on issues affecting nonprofit organizations. This committee was actively involved in the publication of Guidebook for Boards of Directors of North Carolina Nonprofit Corporations, which is available on the Web site of the Business Law Section.

14. NC LEAP
NC LEAP (North Carolina Lawyers for Entrepreneurs Assistance Program) is the signature pro bono project of the Business Law Section. NC LEAP provides free business and transactional legal services to North Carolina's low-wealth entrepreneurs and small business owners. These services are provided both on a one-on-one attorney-client basis as well as at community clinics. NC LEAP volunteers also present seminars to community groups and small business owners on topics of interest, such as business formation, contracts, intellectual property, and tax. Please contact Mary Horowitz, NC LEAP Director, if you'd like to get involved! She can be reached at (919) 657-1559 or mhorowitz@ncbar.org.

15. Secretary of State Liaison
The office of the North Carolina Secretary of State plays an essential role in corporate and commercial law and in securities regulation. This committee acts as liaison with members of the Secretary of State's office staff to keep them informed of pending legislation proposed by the North Carolina Bar Association, to provide a means of communicating legal issues to attorneys, and to encourage actions that would enhance doing business in North Carolina.

16. Securities Regulation
This committee focuses on state and federal regulation of securities.

17. Technology and Emerging Growth Companies
Many transaction lawyers begin advising start-up technology companies from inception and formation and help nurture these companies until and beyond maturity. This committee focuses on the unique needs of technology and emerging growth companies as they move through the stages in their development.

18. Technology Liaison
The Internet is now a vital part of the practice of law. This committee acts as a liaison between the Business Law Section and the information technology department at the North Carolina Bar Association. A primary focus is the content and maintenance of the section's Web site, which has been recently enhanced with useful sample forms, links, articles, and other resources.

19. Commercial Law and the Uniform Commercial Code
This committee focuses on commercial law and practice embodied in the Uniform Commercial Code and related statutes. It follows developments in the field and evaluates proposed amendments to relevant uniform laws. In recent years, it has worked with the North Carolina General Statutes Commission and the General Assembly in the revision of Articles 1, 7, and 9 and in the repeal of Article 6.

 For further information, please contact Chair Steve Lynch at slynch@rbh.com.

Anyone who is interested in writing for Notes Bearing Interest may leave a message for Jim Beckwith, the editor, at (919) 530-6238 or send an e-mail to beckwith1@mindspring.com.   

Views and opinions expressed in articles published herein are the authors' only and are not to be attributed to this newsletter, the section, or the NCBA unless expressly stated. Authors are responsible for the accuracy of all citations and quotations.