American Bar Association, Section Of International Law & Practice, 2004 Spring Meeting - An All-time Record Of Achievement*

Saturday, May 1, 2004 - 01:00

Andrew J. Markus, Chair of the ABA Section of International Law and Practice and Shareholder of Carlton Fields, a Florida-based law firm, expressed his great satisfaction at the outcome of this three day conference held April 14-16, 2004 in New York City, which was the Section's most successful meeting ever with over 1,000 participants. With more than 50 CLE programs, there was something for everyone in the field of international law and practice. The programs ran the gamut from practice-oriented topics, as in the case of the first panel, "Compliance with Anti-Money Laundering Requirements: Responsibilities of Lawyers in Advising Financial Institutions," to issues of international law and diplomacy, such as the very informational program featuring Robert S. McNamara and Theodore C. Sorensen discussing current national security issues.

Others involved in planning the 2004 Spring Meeting were Michael H. Byowitz of Wachtell, Lipton, Rosen & Katz (Vice Chair of the Section); the Spring Meeting Chairs: Javier Villasante of Cuatrecasas, Madrid; Deborah Enix-Ross of Debevoise & Plimpton LLP and Hernán Siemenson of Marval, O'Farrell & Mairal. The Spring Meeting planning committee members were: Victor Xercavins of Cuatrecasas; David A Schwartz of Wachtell Lipton, and Jennifer Dabson and Jessica Elliot of the ABA International Section staff. There was an 80-member steering committee consisting of representatives of many of the top-tier New York based law firms and other major U.S. and non-U.S. firms with international practices and offices in New York. Active steering group members included Paul M. Frank of Alston & Bird LLP (Chair of the New York State Bar Association International Law & Practice Section); James R. Silkenat of Arent Fox PLLC (Chair of Council on International Affairs of the Association of the Bar of the City of New York); Carole Basri, Executive Director of the Greater New York Chapter of the Association of Corporate Counsel, and Soraya E. Bosi of Fraser Milner Casgrain LLP.

Mr. Markus noted that the Section of International Law & Practice serves as the American legal community's gateway to the international legal community and is the only organization of its kind that covers all of the business aspects of international practice as well as public international law issues. This was well illustrated by the Spring Meeting. Four major program tracks in private international practice were covered intensively: international arbitration and litigation, international finance and investing, international corporate law and securities, international trade and customs. There were also many programs on public international law topics.

The Meeting Chairs and Planning Committee distilled into three days the content of five thick volumes of valuable information that are available on CD-Rom through the Section's office in Washington, DC [http://www.abanet.org/intlaw/home.html].

Michael Byowitz, Vice Chair of the Section, who worked closely with the three meeting chairs, highlighted one program "Expanding Operations Internationally: The View from the General Counsel's Office" chaired by Javier Villasante of Cuatrecasas, Madrid, and moderated by Carole Basri. It featured panelists Patricia Hardaway, Associate Director of Corporate Resources at Pfizer, David Lewinter, General Counsel of D&B Corporation; Paul Mutty, Vice President and Assistant General Counsel of Starbucks; Richard J. Wolf, Group Vice President, Legal and Compliance Officer of Cendant, and Kenneth V. Handal, Associate General Counsel of Altria. This program covered a number of issues including compliance, legal challenges in accomplishing corporate expansion abroad, and different models for conducting operations abroad including company-owned facilities, licensees, franchising, etc. Because this program attracted a standing room only crowd, the Section is making plans to reprise it as part of the Section's ABA audio-teleconference monthly series of programs.

Another program of interest was a "Mergers & Acquisitions Practitioners Workshop" chaired by David A. Katz of Wachtell Lipton. Panelists were Jonathan Lampe of Goodmans LLP, Toronto; Scott V. Simpson of Skadden Arps Slate Meagher & Flom LLP's London office; Professor Dr. Gerhard Wegen of Gleiss Lutz (an alliance partner of Herbert Smith and Stibbe) of Stuttgart, Germany and Fernando Calbacho of the New York office of the Spanish firm Uria & Menendez. Mr. Katz reviewed significant M&A developments in the United States and internationally and noted that M&A activity globally is up significantly. The panel focused in part on the European Union's recently adopted 13th Directive relating to takeovers and its effects on each EU member states' company law. The panelists also compared and contrasted the treatment of various issues under the takeover provisions of the 13th Directive among various EU member states, the United States and Canada.

As with any discussion of international law, all eyes were turned to discussions on the future of Iraq. We interviewed Judge Daniel L. Rubini, Senior Advisor to the Ministry of Justice of Iraq, who spoke on a panel relating to the provisional authority in Iraq. Judge Rubini dealt with the operational side of the courts and judiciary. His assignment with the provisional authority was to put the courts back into business following the work of his predecessor, Judge Donald F. Campbell. Judge Campbell had temporarily reinstated all the judges from April to September 2003, setting up a judicial review committee to review their future status. According to Judge Rubini, " the judiciary has become independent once again as the third branch of government - now no longer part of the Ministry of Justice. We have the ongoing corruption problem; about one-fourth of the judges have been fired for Ba'ath party connections and corruption." The bombing of courthouses and assassination of three judges has had a chilling effect on implementing the rule of law. "There's inertia from decades of central planning under Saddam. Employees don't act unless told to do so. Having people take the initiative is difficult to change." Still, Judge Rubini is optimistic about the future of Iraq as long as there is a unified front against terrorism.

Mr. Byowitz cited two more programs of interest to corporate practitioners. One program focused on legal and business issues raised by the movement for corporate social responsibility. The program was chaired by Ramon Mullerat of Barcelona, former President of the Council of the Bars and Law Societies of the European Community (CCBE), with panelists Phillip H. Randolph of Foley Hoag LLP and former Vice President/International of McDonald's; James Roselle, General Counsel, Corporate Banking, Bank One Corporation; James Brumm, Executive Vice President and General Counsel, Mitsubishi International Corporation, and Peter McGovern, Professor and Director of the Center for International Business and Trade Law, John Marshall Law School.

The other program addressed the impact of Sarbanes-Oxley on foreign issuers, their officers, directors, investment banks, accountants and lawyers. It was chaired by Meyer Eisenberg, Deputy General Counsel of the U.S. Securities and Exchange Commission (SEC) and Jeffrey Golden of Allen & Overy, London, The panelists were Paul Dudeck, Chair, Office of International Corporate Finance, SEC Division of Corporate Finance; Richard Walker, General Counsel, Corporate and Investment Banking Division, Deutsche Bank AG and former Director, Division of Enforcement and General Counsel, SEC; Dr. Hans-Jurgen Helweg, Hengeler Mueller of Frankfort, Germany and President of the CCBE; Francis Neate, Group Legal Adviser, Schroders plc, Vice President, International Bar Association and former Partner, Slaughter and May, London, and Jaap Winter, De Brauw Blackstone Westbroek of Amsterdam and Chairman, European Commission High Level Group of Company Law Experts.

Another interesting session, closer to home geographically, dealt with "Trade Law: Redefining the Boundaries of the North American Free Trade Agreement in a Multilateral Environment" chaired by Dalton Albrecht, of Fraser Milner Casgrain LLP and Matthew Nolan, of Miller & Chevalier. Robert E. Herzstein, one of the panelists and a partner with Miller & Chevalier in Washington, DC, first commented on the success of this Spring Meeting - the number of foreign lawyers now involved and how broad the agenda has become over the past years. Mr. Herzstein was lead counsel to the Mexican Government in the NAFTA negotiations and has also served as Under Secretary for International Trade, U.S. Department of Commerce. He remarked, "NAFTA has been a success in spite of much political criticism."

When asked regarding the meaning of the topic of his talk, "Redefining the Boundaries of NAFTA," he redefined the boundaries in two ways. "First, psychologically we have to think about the relationship among the three countries in a deeper way. We must look at the tax and business laws each country has in place and harmonize them so the three economies can work together very smoothly and North American businesses can compete more effectively with the rest of the world. Second, physically the three countries should work to establish a common boundary around their perimeter, where imported goods would be inspected, and this would reduce the need for burdensome border inspections as merchandise flows among the three nations."

A panel presentation titled "Leadership Forum - Challenges For Law Firms In A Changing International Market" attracted wide interest. The session was chaired by Jeffery A. Barnes, chair of Fraser Milner Casgrain LLP and managing partner of the firm's New York office, and included George R. Krouse, senior administrative partner of Simpson Thacher & Bartlett LLP; Tower C. Snow, Jr. a partner at the San Francisco office of Clifford Chance and an internationally recognized litigator; Mark Welling, managing partner of the New York office of Allen & Overy and the firm's global head of business acceptance; Robert C. Treuhold, managing partner of Shearman & Sterling LLP, and Julia Hayhoe, a consultant with Hildebrandt International, the legal consulting firm.

As chair of the session, Mr. Barnes noted that the panel included representatives from a Canadian national law firm with origins in Toronto, Montreal, Ottawa, Edmonton, Calgary, Vancouver and New York, two of the Magic Circle firms in London with very distinctive views on international expansion, and two highly successful New York-based firms in the process of implementing expansion strategies that differed somewhat from each other and from those of the London firms.

In reviewing the challenges that legal service providers face in a changing global marketplace, Mr. Barnes mentioned the dramatic increase in competition resulting from, and at the same time contributing to, the consolidation among providers. He also noted that market forces continued to require a firm to broaden its presence in a variety of foreign jurisdictions - or at least to enhance its access to those jurisdictions - relevant to its clients. He went on to state that the strategies designed to meet these challenges, together with the structures developed to implement them, would vary from firm to firm, as each firm must develop solutions appropriate to its culture and values and to its client relationships.

In comments following the session, Mr. Krouse stated that the panel represented an excellent cross section of the major international law firms and a variety of approaches to the challenges of a changing international market for legal services. He went on to characterize the different approaches as more stylistic than substantive, and he said that he doubted there was any one model of success. He noted that all of the firms constituting the panel enjoyed a very high degree of self-awareness - something essential, he said, to a firm's success - and possessed recognition of the importance of client service and responsiveness to client needs. That, he indicated, made for a similarity in how particular problems were addressed from firm to firm.

In speaking of Simpson Thacher & Bartlett LLP, Mr. Krouse stated that a high degree of expertise in banking and financial services, and a strong client base among leading financial institutions, had informed just about all of the firm's practice areas for many years and that, as a consequence, the firm had positioned itself in major financial centers around the world. He also noted that the dispersal of a firm's responsibilities among offices that spanned the world required a heightened attentiveness to things such as potential conflicts, and he cited the firm's highly centralized and focused conflicts screening and compliance function as an example.

Mr. Treuhold stated that, in meeting the challenges of consolidation and globalization, different firms had adopted different strategies and that no one strategy or set of strategies appeared to dominate. He went on to state that certain themes, such as responsiveness to client needs and the necessity of maintaining the highest standards of legal service in every market in which a firm was located, were common to all of these strategies. He indicated his belief that consolidation was a continuing trend and that the number of truly global law firms in the future would, in all probability, be fewer than at present. He noted, however, that the survival of just a few of the global firms would not have an effect, adverse or otherwise, on the survival and, indeed, continuing success of small boutique firms with specialized practices, of regional firms with a strong presence in a particular area or market and of national firms without global pretensions. He went on to say that while globalization was, in all probability, irreversible, that did not mean that all law firms had to become global in order to survive

*The Editor wishes to thank Soraya E. Bosi of Fraser Milner Casgrain LLP for her assistance in writing this article.