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NOVEMBER 2012

Committee Seeking Members
The Committee on Commercial Law and Uniform State Laws is focusing on proposed legislation to modernize New York's Commercial Code. Having drafted an Omnibus Uniform Commercial Code Modernization Act, covering Articles 1,3,4,7 and 9 of the Uniform Commercial Code, the Committee is supporting its introduction in Albany in the upcoming legislative term. If you are interested in applying, please contact the Chair, Janet Nadile at Janet.Nadile@stblaw.com.

Programs
Business Development Skills for Women of Color
Monday, December 10, 6:30 pm-8:30 pm

CLE
A Practical Guide to LLCs
Friday, November 30, 9:00 am-1:00 pm

The Institute For Corporate Counsel: Navigating The Boardroom, The Courtroom & The Space Between
Friday, December 7, 9:00 am-5:00 pm

Futures & Derivatives: Recent Dodd-Frank Rulemaking & Developments
Monday, December 10, 9:00 am-12:00 pm

First Annual Securities Litigation & Enforcement Institute
Tuesday, December 11, 9:00 am-12:00 pm

VIDEO REPLAY - What Every Criminal & Corporate Lawyer Needs to Know About Monitors
Thursday, December 13, 9:00 am-12:00 pm

VIDEO REPLAY - Private Equity Structuring
Thursday, December 20, 9:00 am-12:00 pm

Missed a Program? You Can Still Benefit! CLE Programs' CDs, DVDs and other course materials can be found on the website.

Eliminating Publication Requirement
The Committee on Real Property Law sent a letter to the New York State Legislature expressing opposition to the requirement under Section 206 of the NY Limited Liability Company Law and Section 121-201 of the NY Revised Limited Partnership Act that newly formed limited liability companies and limited liability partnerships in New York, or formed elsewhere but seeking to qualify to do business in New York, publish notice of their organization or application in designated newspapers. The letter notes that the publication requirement does not serve its stated objective of protecting consumers by providing them with necessary information, and imposes an unnecessary financial cost which particularly affects smaller New York businesses, entrepreneurs and investors, and discourages the formation of business entities in New York.

JOBS Act: Eliminating the Prohibition Against General Solicitation and Advertising
The Committee on Securities Regulation submitted comments to the SEC regarding the Commission’s proposed amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933, which would implement Section 201 (a) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and eliminate the prohibition against general solicitation and general advertising. The letter expresses overall support for the proposal and states that the proposal implements Section 20 1(a) of the JOBS Act in a way that appropriately balances investor protection concerns and the JOBS Act’s stated goal of improving access to the public capital markets. The letter goes on to note a few suggested changes with respect to some of the specific recommendations in the proposal.

Health Care Flexible Spending Arrangements
The Employee Benefits and Executive Compensation Committee sent a letter to the IRS commenting on Notice 2012-40, which concerns whether the use-it-or-lose-it rule as applied to health care flexible spending arrangements should be modified in light of the $2,500 annual limit on employee pre-tax contributions (Annual Health FSA Limit). The letter offers a number of suggested modifications, including: 1) extending the grace period in which to incur eligible expenses to the end of the following plan year; 2) allowing full carryover of unused salary reduction contributions from the preceding plan year with reducing the Annual Health FSA Limit in effect for the following plan year; and 3) prohibiting the cash out of unused salary reductions to a Health FSA.

Committee Involvement--It's Never too Late
Committees are how the City Bar’s work gets done. Working on a committee can give you great experience while opening up a number of career doors, some you may not even anticipate. Several commercial and business area committees have vacancies for interested members.

A full list of the City Bar committees along with a brief description of each and an application form can be found on the City Bar’s website. As a number of City Bar committees have more applicants than available slots, please consider applying to more than one committee.

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