To The Readers Of The Metropolitan Corporate Counsel:
NYCLA stands at the foot of America's greatest tragedy. The painful memory of 9/11 will always be with us, but we now look forward eagerly to the reconstruction and re-emergence of New York's downtown epicenter. Already the cranes are in place as 7 World Trade Center rises to fill the horrible void in New York's skyline. Poised at the heart of the world's great center of finance and commerce, NYCLA should be a center for study and information exchange that will support the legal profession's unique role in fostering the commerce of the nation.
I am pleased to report that on June 7, 2004, NYCLA's Board of Directors resolved to established the NYCLA Business Law Center. The Center will be a resource to maintain high standards of expertise and ethics in the practice of business law. It is the visionary concept of Arthur Norman Field, a distinguished NYCLA leader who served the Association as NYCLA President from 1990-1992. Arthur Field is a retired partner of Shearman & Sterling and Co-Editor-in-Chief of Transactional Lawyers Deskbook (West 2001) and author of Legal Opinions in Business Transactions (PLI 2003). This month I have invited Arthur Field to describe in some detail the underlying rationale and objectives for this exciting new initiative.
Norman L. Reimer
The NYCLA Business Law Center
By Arthur Norman Field
New York has long been the world's business center. NYCLA has decided that the bench and bar would benefit from a new emphasis on business law. The Business Law Center will devote itself to the practical aspects of the lawyers' role in the business community. To some extent this is an advisory role; to some extent it involves facilitating transactions. Since the operations of those involved in New York-based transactions are worldwide, the law of many jurisdictions is involved. The Business Law Center will have a broad focus, including securities, investment funds, small business, corporate governance, bankruptcy, business entities, M&A, white collar crime, malpractice, ethics, insurance, inside counsel and other relevant areas. As an example, particular attention will be paid to the interaction of Delaware and New York law.
The focus of corporation law has long been on Delaware. All of us learned about corporation law in law school by studying the Delaware General Corporation Law. The Delaware Chancery Court has been the venue for many corporate battles because incorporation in Delaware by itself permits litigation there. In recent years, two events have further focused business lawyers on Delaware. The limited liability company has quickly become a very popular entity for transactional work. As with corporations, lawyers across the county are using Delaware LLCs. Finally, as Article 9 of the Uniform Commercial Code was revised, the usual jurisdiction for filing notices of a security interest changed from the "principal place of business" to the jurisdiction of formation. Because there are so many Delaware corporations and limited liability companies, much UCC security interest filing now takes place in Delaware.
The traditional hold of New York law on contracts law has not been loosened. New York has extensive statutory and case law that has long provided a thoughtful law and forum for contract disputes.
The combination of Delaware and New York law is now basic to business practice in New York, Delaware and elsewhere. The various aspects of this combination have been studied separately. As a major aspect of NYCLA's new Business Law Center, these matters can be studied together on a continuing basis.
The Business Law Center will bring together representatives of an array of NYCLA committees, as well as distinguished members of the bench, the bar and academia to discuss and study a broad range of questions affecting business law practice. The Center will address the most difficult areas facing business lawyers as they arise. It will serve as a practical resource for lawyers and business leaders as they study, evaluate, debate and shape the law of commerce.