The Chair’s Comments – A Word from Stephen M. Lynch
Article Date: Thursday, November 04, 2010
In my last column I encouraged our members to consider joining a committee or otherwise becoming involved in section activities. I’d like to spend this column giving you an idea of what our committees are working on. The Business Organizations Committee, chaired by Ward Wellman, has just finished preparing a bill to update provisions in Chapter 55 governing appraisal rights of corporate shareholders. This update reflects changes in the Revised Model Business Corporation Act adopted after our Business Corporation Act was enacted in 1989. We anticipate that this bill would be introduced in the upcoming legislative session, and it can be reviewed on our section’s website. This bill is a product of the Business Organizations Committee’s long-term project to review changes to the Model Act that have not yet been considered in North Carolina. Due to the scope of the project, the Business Organizations Committee has broken its review into segments and earlier efforts resulted in legislation enacted in 2001, 2003, and 2005. The Business Organizations Committee plans on next taking up the statutes governing fundamental corporate changes.
The Commercial Law and UCC Committee, chaired by Rick Brown, continues to monitor changes in commercial law and the UCC. In the coming year, it plans to focus on recent changes to Article 9 of the UCC and to work with the General Statutes Commission regarding potential legislation to implement these changes. Our CLE Committee is chaired by Chris Capel, who is also the vice chair of our section (which is more than just a coincidence). The CLE Committee helps plan our CLE programs offered through the Bar Foundation, including the program accompanying our annual meeting in February. You can serve on a planning committee for a particular program, volunteer to be a speaker, or simply suggest ideas for a CLE program. Because of the Bar Foundation’s ability to webcast programs, it can offer programs as short as one hour, and webcast programs can be scheduled relatively quickly to address new developments.
The Delaware/North Carolina Corporate Law Comparison Committee, which recently published its comparative study of the corporation and LLC laws of Delaware and North Carolina, intends to monitor developments in these laws with a view toward any potential update to the study. This committee continues to be chaired by Ben Baldwin and Kevin Prakke. The Ethics/Professionalism Committee, chaired by Carol Eubank, monitors proposed ethics rules and opinions of the State Bar as they may impact business lawyers. Where appropriate and after soliciting input from the Section Council, this committee also submits comments to the State Bar’s Ethics Committee on proposed rules and opinions.
The Forms Initiative, chaired by Scott Dillon, Carolyn Minshall, and Kathryn Purdom, is working on the second phase of its project and has selected 22 additional business documents to add to the 33 sample forms already available on the section’s website. While this committee has already solicited a team of volunteers to prepare and review these new forms, there is always room for another helping hand. Ritchie Taylor chairs the Franchise Law Committee, which monitors developments in franchising law and is planning a CLE program for 2011. The Legislative Committee, chaired by Mark Griffith and Stephen Later, works with the Bar Association’s legislative liaison to support bills sponsored by the section. This committee also assists in monitoring other proposed legislation that may substantively affect the laws governing businesses. For 2011, the section currently intends to sponsor two bills – the Chapter 55 bill discussed above and a bill to permit clauses in commercial contracts providing for the recovery of attorneys’ fees in a dispute to be enforceable.
After producing its nationally recognized report on third-party legal opinions in business transactions in 2004 and a 2008 supplement to that report (both of which are available on the section’s website), the Legal Opinions Committee, chaired by Kenny Greene and Rich Schell, continues to monitor developments in legal opinion practice. Members of this committee participate in the national Working Group on Legal Opinions, as well as a committee of that organization analyzing the legal opinion reports issued by various state and local bar associations. The LLC Act Revisions Task Force, chaired by Warren Kean, has undertaken the substantial project to rework all of Chapter 57C, which governs limited liability companies. The first product of that effort was a bill enacted in 2009 to effect certain noncontroversial, clean-up, clarifying, and modernizing amendments to Chapter 57C. This committee intends to continue to post its progress on this long-term project on the section’s website, and all members of the section interested in LLCs are encouraged to review the committee’s work and submit comments.
Our Membership Development Committee is chaired by Jeffrey Batts and John Marshall and works to keep our membership strong (the Business Law Section is the third largest section of the Bar Association, after Litigation and Real Property). Members of this committee contact section members and business lawyers who are not yet members of the section to determine additional membership benefits that would be attractive. This committee is planning a survey to help gather this information. Our Newsletter is edited by Jim Beckwith. An easy way to contribute to the section, without any longer-term commitment of time, is to author an article for publication in the newsletter. It is best to clear any ideas for an article with Jim before getting started. The Nonprofit Organizations Committee is chaired by Dave Kyger. This committee monitors developments in nonprofit law, including the enactment in July of legislation authorizing L3Cs (see the note in this issue by Dave and Dianne Chipps Bailey for a discussion of this latest addition to the list of organizational acronyms).
Our Secretary of State Liaison Mo Ogburn works with the Secretary of State’s Office to alert our membership to developments at the Secretary of State, as well as to pass along concerns of members of our section to the Secretary of State’s Office. A number of the pieces in this newsletter are the product of that interaction, and more will follow in future editions. As North Carolinians, we are fortunate to have a Secretary of State’s Office that is efficient, unfailingly professional, and as responsive as current budget limitations and increasing burdens allow. Looking ahead, this committee intends to provide LISTSERV or other online alerts to section members when significant backlog may slow filing turnaround times.
The Securities Regulation Committee, chaired by B.T. Atkinson, monitors developments in federal and North Carolina securities laws. In a similar fashion, the Technology and Emerging Growth Companies Committee, chaired by Justyn Kasierski, monitors legal and capital market developments important to early-stage companies and other privately owned technology and emerging growth companies. The Technology/Web Page Committee, chaired by Mark Cain, oversees our webpage and other means of electronic communication to our members.
Though not technically a committee of the Business Law Section, our section’s signature pro bono project, NC LEAP, deserves your consideration and support. At last count, NC LEAP volunteer attorneys have provided over 4,000 hours of legal services to low-wealth entrepreneurs across our state. You can support NC LEAP by volunteering to assist an NC LEAP client on a specific matter, by speaking at a local seminar for low-wealth business owners or by contributing to NC LEAP’s current fund-raising campaign. You can also join one of the five subcommittees of NC LEAP’s Steering Committee, which is chaired by Anna Mills. These subcommittees are: Educational Materials (which reviews and assists with the preparation of standard presentations and other educational materials), Entrepreneurs (which reviews applications from clients that do not fall squarely within NC LEAP’s guidelines), Fundraising, Public and Volunteer Relations, and Corporate Counsel Taskforce (which works to identify volunteer opportunities for corporate counsel).
Finally, I would like to welcome to Diana Allen, Ken Carroll, Beau Fisher, and Stephen Later to the Section Council. Later this year, Bill Gwyn, the chair of our Nominating Committee, will contact you regarding suggestions for individuals to replace the four members of the council whose terms expire in 2011, as well as for the officers of the section (who are, in addition to Chris and me, Rob Kidwell, our Secretary, and Scott Coward, our Treasurer). I encourage you to consider and, as you deem appropriate, respond to Bill’s request.
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.