Letter From A Past President Of The New York County Lawyers' Association

2005-07-01 01:00

To The Readers Of The Metropolitan Corporate Counsel:

The New York County Lawyers' Association's Northeast Business Law Center was created in 2004 to promote ethics, consider business law issues and provide sophisticated business law CLE to the Northeast legal community. The Center's Advisory Board has two co-chairs - the Hon. Myron Steele, chief justice of Delaware, and Robert Smith, associate justice of the New York Court of Appeals. Among the Advisory Board members are state and federal judges at the trial and appellate levels in New York and Delaware, including the Second and Third Circuits, as well as a judge of the International Trade Court. There are a number of law school faculty members on the Board - e.g., Professor Lawrence A. Hamermesh, who chairs the Corporate Law Institute at Delaware's Widener University School of Law (and shares the administrative chores with me). Two former SEC commissioners, two former SEC general counsels and a former U.S. attorney in the Southern District are also Board members. In addition, Board members include senior partners of major Delaware and New York City firms, as well as firms in Boston and Atlanta. Three former and future chairs of the ABA Section of Business Law also serve on the Board.

At the Spring 2005 Advisory Board meeting held in Wilmington, Delaware, there was a lively discussion on the liability and insurance implications of recent corporate scandals, which, together with other liability cases such as mass torts, jeopardize the very existence of insurance for companies and their directors and professionals. Many insurers are simply deciding to write new policies and others are writing them only at substantially increased premiums. The assumption that coverage will be available at affordable rates going forward may no longer be justified, substantially altering the dynamics of corporate litigation. The discussion indicated that there would be substantial pressure on D&O, accountants and lawyers malpractice insurance in the coming years. This is in significant part a reaction to the expenses and settlements arising out of recent corporate scandals.

Coming up on October 27 is a day-long CLE program at NYCLA focusing on current "hot topics" in business law; among them is the role of directors and the M&A practice in a cash-rich economy. Advisory Board members will be involved in both the planning and presentation of the program. And in the spring of 2006, in conjunction with Widener University School of Law, the Center will sponsor a program on Delaware law, which is central to the practice of most business lawyers nationwide, for non-Delaware lawyers. Regardless of the situs of a transaction, the entities are likely to be Delaware entities. In some cases, Delaware law is chosen to govern the contract. Mere use of a Delaware entity usually provides access to the Delaware courts. How much Delaware law does one need to know? The program will consider some of the following questions:Where can one find those unreported decisions? Where can one find Delaware contract law?


Arthur Norman Field