October 2013           News | Upcoming Programs & CLE | Reports | Get Involved


Employment Transitions in the Financial Services Industry: Practical & Legal Issues
Thursday, October 24
9:00 - 11:00 am

The program examines the practical and legal issues when employees transition between financial firms including the treatment of trade secrets and confidential information, the portability of “track record” information and non-competition agreements.

Current Issues Facing Private Equity & Hedge Fund Managers in Today’s Changing Landscape
Wednesday, November 6
6:00 - 9:00 PM

A diverse faculty will examine recent legislative, regulatory and market developments and how these developments have affected private investment funds and their managers.

Dodd-Frank & Derivatives: Status Update
Monday, November 18 9:00 AM -
12:00 PM

An update on recent developments concerning Dodd-Frank and derivatives.

A Practical Guide to LLCs
Friday, November 22 9:00 AM -
1:00 PM

A practical introduction to LLCs, the panel will compare the LLC to corporations, partnerships and limited partnerships, citing the advantages and disadvantages of each such entity and how a choice-of-entity decision can utilize an LLC.

2nd Annual Institute for Corporate Counsel: Navigating the Boardroom, the Courtroom & the Space Between
December 6
9:00 AM -
5:00 PM

An immersive all-day program with instruction on fulfilling the role of a corporate legal advisor and topics including “Navigating through Bet-the-Company Litigation”and “Confronting and Combating Ethical Dilemmas in the Boardroom.”

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


Volunteers-Advisors Needed: Securities & Finance Law Seminar Series
The Office for Diversity Pipeline Initiatives is seeking attorneys with securities and finance law experience to participate as Volunteer-Advisors for its Securities and Finance Law Seminar Series. The series is designed to enhance diversity and inclusion in the securities and finance industries of traditionally underrepresented groups. Volunteer-Advisors will meet after each seminar with diverse law students from local law schools who are interested in learning more about a career in securities or finance law. We ask the volunteers to talk about their practice and their career path leading to their current position at a law firm, in-house, with the government or elsewhere. For more information about the series and to RSVP, please visit the program webpage. Interested attorneys can also email Gabrielle Brown.

Money Market Funds
In a letter to the SEC, the Committee on Investment Management Regulation provided comments on SEC Release No. 33-9408, which proposed amendments to the rules that govern money market mutual funds under the Investment Company Act of 1940. Among other amendments, Release No.33-9408 proposes two alternatives which are designed to address money market funds’ susceptibility to heavy redemptions, improve their ability to manage and mitigate potential contagion from such redemptions, and increase the transparency of their risks while preserving the benefits of money market funds. The Committee urged the SEC to carefully weigh the costs and benefits of the disclosure proposals, as disclosure may involve substantial costs, and suggested that the comment period be extended to permit additional time for interested parties to consider the proposal.

Jumpstart Our Business Startups (JOBS) Act
In a letter to the SEC, the Committee on Securities Regulation commented on proposed amendments which would implement Section 201(a) of the JOBS Act, thereby permitting the use of general solicitation or general advertising in offerings conducted under Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933. While the proposed amendments will assist in evaluating the development of market practices in unregistered offerings involving general solicitation and support future consideration of additional changes related to Rule 506(c), the Committee expressed concern that in some instances these goals may be achieved by means other than public filing and disclosure, and urged the Commission to consider whether these goals would be better served by confidential submissions to the Commission of relevant information. The Committee also raised the concern that the disclosure and disqualification provisions of the proposed rules will dissuade many issuers from utilizing the Rule 506(c) exemption and undermine the intent of the JOBS Act provisions. The committee then set forth specific issues and recommendations for consideration by the SEC.

Going Concern Presumption
In a letter to the Financial Accounting Standards Board, the Committee on Financial Reporting offered comments on the exposure draft on Disclosure of Uncertainties about an Entity’s Going Concern Presumption. The Committee’s comments focused on the use of the concept “probable” as a threshold for providing disclosure and expressed concern that the degree of confusion regarding the meaning of “probable” under Topic 450 will take on greater significance under the new standard. The letter suggests adding an explanatory clause to the final sentence of the “substantial doubt” definition that would further the Board’s stated objective and clarify the meaning of “probable.”

Debt Collection
Comments prepared by the Committees on Consumer Affairs and Civil Court expressed support for the proposal by the NYS Department of Financial Services to enhance regulation and oversight of debt collection and clarify the duties and obligations of debt collectors, noting debt collection consistently ranks as a top sector for consumer complaints by New Yorkers with federal, state and local consumer protection agencies. The committees proposed a number of amendments to the proposed rule with regard to the definition of “debt,” initial disclosures and disclosures regarding the statute of limitations, verification of debts, debt payment procedures and communication through electronic mail.

Security Based Swaps
In a letter to the SEC, the Committee on Futures and Derivatives commented on the proposed Regulation SCI and proposed Rules 13n-6 and 822 in the context of their possible application to security-based swap data repositories (SB SDR’s) and security-based swap execution facilities (SB SEF’s). In the letter, the Committee notes its support for generally applicable and consistent principle-based rules, and urges that principles applicable to one type of system should be applicable to all types of systems unless such a difference is clearly warranted by the facts and circumstances.

Purchase Price Adjustment Clause
In a report entitled Purchase Price Adjustment Clauses And Expert Determinations: Legal Issues, Practical Problems And Suggested Improvements, the Committee on International Commercial Disputes examined the Purchase Price Adjustment Clause from a legal and practical point of view. The report noted that there has been a substantial increase in the number of court cases concerning the proceedings prescribed by Purchase Price Adjustment Clauses, which highlights the fact that many parties, and particularly foreign parties, may not be familiar with the legal issues relating to these clauses. In particular, the report sought to clear up the confusion between this proceeding, which is an “expert determination,” and an arbitration, and presented an extensive analysis of the case law. The report also set forth specific recommendations to guide practitioners in this area, including model clauses.

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.

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.

Legislative Affairs
Have an interest in or questions about the City Bar’s legislative work? Send an email to legislation@nycbar.org, visit our website or follow us on Facebook and Twitter.