Law Firm News

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Law Firm News

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Porzio Bromberg & Newman, P.C.

Linda Pissott Reig Elected to Membership in The American Law Institute
Linda Pissott Reig, a principal of Porzio, Bromberg & Newman, has been elected to membership in The American Law Institute. Ms. Reig is a member of Porzio's Pharmaceutical Marketing & Sales Compliance and Litigation Department. She counsels pharmaceutical companies on topics, such as advertising and promotion, educational grants, continuing medical education programs, false claims and anti-kickback laws, and reporting of adverse events. She has also represented companies in products liability, class action and consumer fraud lawsuits and appeals.

As a national organization, The American Law Institute aims to assure that its membership reflects both the quality and the diverse character of a rapidly changing profession. This membership consists of judges, lawyers, and law teachers from all areas of the United States as well as some foreign countries, selected on the basis of professional achievement and demonstrated interest in the improvement of the law.

07-31-2006

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Messerli & Kramer

Susan Lach Named a Law & Politics Top 100 Woman Super Lawyer for 2006
The Minneapolis law firm of Messerli & Kramer is proud to announce that Susan M. Lach has been named one of Law & Politics Top 100 Women Super Lawyers for 2006.

Susan is a shareholder with the firm's Family Law Department and has extensive experience representing clients in contested child custody and child support matters, maintenance, and marital and non-marital property issues.

Top 100 Women Super Lawyers are the top 100 highest point earners out of all women selected as Super Lawyers. Law & Politics performs the polling, research and selection of Super Lawyers in a process designed to identify Minnesota lawyers who have attained a high degree of peer recognition and professional achievement. Only 5 percent of attorneys in the state are named Super Lawyers.

07-31-2006

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Messerli & Kramer

MSBA Certifies Matthew Korogi as Real Property Law Specialist
The Minnesota State Bar Association (MSBA) recently certified Matthew Korogi, an associate in Messerli & Kramer's Real Estate Department, as a Real Property Law Specialist. The specialist certification is a way to identify those attorneys who demonstrate standards of reliable experience and expertise in their specialty area.

To earn certification as a Real Property Law Specialist, an attorney must be admitted to legal practice and be in good standing in Minnesota; pass an examination in real property law; provide evidence of an elevated experience level and continuing legal education in real estate matters; and provide positive references from attorneys and judges familiar with their expertise. Attorneys are audited every year for compliance with certification standards; and must be recertified every six years to insure their expertise is maintained and continues to meet program requirements.

07-31-2006

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Potter, Anderson & Corroon LLP

Bradley J. Klink Joins Roetzel & Andress as an Associate in the Cleveland Office
The law firm of Roetzel & Andress is pleased to announce Bradley J. Klink has joined the Cleveland Office as an associate in the Business Services Practice Group.

Mr. Klink focuses his practice on corporate and transactional matters, commercial real estate, and banking and lending transactions. He represents banks and institutional lenders in the preparation and negotiation of loan documents and in loan financing transactions. Mr. Klink also has represented a wide range of business entities with regard to entity formation, on-going general business planning, general corporate matters, contract preparation and negotiation and a variety of other transactional issues.

Mr. Klink earned a juris doctorate degree from Case Western Reserve University and a B.A. from the University of Dayton.

07-31-2006

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Potter, Anderson & Corroon LLP

19 Potter Anderson Attorneys and Five Practice Areas recognized in 2006 Chambers USA: America's Leading Lawyers for Business
Potter Anderson & Corroon LLP is pleased to announce that five of its practices rank among the top in Delaware in the 2006 edition of Chambers USA: America’s Leading Lawyers for Business and 19 of its attorneys are recommended as leaders in their respective fields. The five practice areas listed are: Bankruptcy/ Restructuring; Employment: Mainly Defendant; Intellectual Property; Chancery; and Corporate/ M&A. The latter two are ranked #1 among law firms in Delaware.

“It is an honor to have more than half of our firm’s partners listed in this year’s Guide, particularly since it is based on client and peer recommendations,” said David B. Brown, the firm’s Chairman. “While Chambers doesn’t produce listings for every practice area, we are thrilled to have so many of our attorneys recognized in practice areas that are listed.”

07-31-2006

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Potter, Anderson & Corroon LLP

Delaware Amends Renowned Business Statutes 2006
By Scott E. Waxman. Mr. Waxman is a partner at, and Chair of the Structured Finance and Alternative Entity Group of, Potter Anderson & Corroon LLP, Wilmington, Delaware.

In the days before the end of the 143rd General Assembly, Delaware's Governor, Ruth Ann Minner, signed into law bills amending Delaware’s renowned alternative business entity statutes, namely the Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101, et seq. (""DRUPA""), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq. (""DRULPA""), the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (""DLLCA""), and the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (""DSTA""). The amendments to these statutes represent a continuing effort by Delaware to create a flexible statutory framework for alternative business organizations. The balance of this article will touch upon some of the more significant amendments to DRUPA, DRULPA, DLLCA, and DSTA.

AMENDMENTS TO DRUPA, DRULPA and DLLCA

ATTENDANCE AT MEETINGS BY TELEPHONIC AND OTHER EQUIPMENT

The amendments to DRUPA, DRULPA, and DLLCA include certain clarifications regarding how meetings of partners in partnerships and members and managers in limited liability companies are conducted. These amendments become effective on August 1, 2006. The clarifications confirm that unless otherwise provided in a partnership agreement or a limited liability company agreement, meetings of partners or members and managers, as the case may be, may be held by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting by such means constitutes presence in person at the meeting unless otherwise provided in the partnership agreement or limited liability company agreement, as the case may be. It has always been the case that a partnership agreement or a limited liability company agreement could provide for attendance at meetings by telephonic and other means; these amendments simply make clear that this is now a statutory default rule that may be overridden by agreement. (6 Del. C. §§ 15-407(d), 17-302(e), 17-405(d), 18-302(d), and 18-404(d)).

FORMATION OF LLLPs FROM INCEPTION

The amendments to DRULPA clarify that one may form a limited liability limited partnership from the moment of its inception as an entity. (6 Del. C. § 17-214). This amendment, which becomes effective on August 1, 2006, is similar to an amendment that was enacted in 2005 for general partnerships. Previously, practitioners were not uniform in their approach to this issue, some taking the position that a general partnership was required to exist for a moment in time as a general partnership before it could elect to become a limited liability partnership and that a limited partnership was required to exist for a moment in time as a limited partnership before it could elect to become a limited liability limited partnership. Concern over this issue carried through to other statutory procedures, such as conversions and domestications into limited liability partnerships and limited liability limited partnerships. Given that the ideal situation is one in which limited liability applies from inception, last year’s amendments to DRUPA and this year’s amendments to DRULPA are very favorable additions to the statutes.

REGISTERED AGENTS AND RESPONSIBILITY TO PROVIDE INFORMATION

The amendments to DRUPA, DRULPA, and DLLCA include a number of provisions relating to registered agents, which do not become effective until January 1, 2007. First, these sections expand the types of entities that are permitted to serve as registered agents of general partnerships that have registered agents,[1] limited partnerships, and limited liability companies. Under the amendments, foreign statutory trusts, domestic and foreign general partnerships and limited liability partnerships are eligible to serve as registered agents for alternative entities in addition to all of the other types of entities that have always been able to so serve. The amendments also clarify that so-called “Commercial Registered Agents” (i.e., those providing services for more than 50 entities) are required generally to be open during normal business hours and to have a natural person present to operate their offices and communicate with the Secretary of State’s Office. (6 Del. C. §§ 15-111, 17-104, and 18-104).

The amendments to DRULPA, DLLCA and DRUPA also require general partnerships that have registered agents, limited partnerships, and limited liability companies to provide their registered agents with the name of a designated natural person to receive communications from the registered agent. In turn, registered agents are required to maintain this information in their records. The Secretary of State is also granted new powers in connection with these amendments. First, the Secretary of State is authorized to promulgate regulations relating to the obligation for entities to provide, and registered agents to maintain lists of, the names of designated natural persons who are to receive information from registered agents. Second, the Secretary of State is authorized to bring suits in the Court of Chancery to enjoin any person or entity who fails to comply with the new requirements from serving as a registered agent or from being an officer, director or managing agent of a registered agent if such person has been convicted of a felony or any crime which includes an element of dishonesty or fraud or involves moral turpitude. (6 Del. C. §§ 15-111, 17-104, and 18-104).

These amendments to DRUPA, DRULPA, and DLLCA do not affect the premium on privacy that has always been inherent in Delaware’s alternative entity laws. It still remains the case that the names of all members and partners are not required to be set forth in filings that are a matter of public record.[2] By ensuring that alternative entities are required to furnish names and contact information of natural persons to communicate with registered agents, these amendments help alleviate concerns that Delaware entities could be used as vehicles through which to conduct illicit activities. In addition, by allowing the Secretary of State to bring actions in the Court of Chancery to disqualify registered agents or persons associated with registered agents who have been convicted of crimes involving dishonesty or moral turpitude, these amendments help to maintain the integrity of Delaware as the jurisdiction of choice for the formation of business entities.

DOMESTICATIONS, TRANSFERS, CONTINUANCES AND CONVERSIONS

07-31-2006

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Gray-Robinson, P.A.

Cloud Featured in Stetson Law Review
Thomas A. Cloud, a shareholder with the law firm of GrayRobinson, authored the article ""Birch Rods In The Cupboard: The Link Between Municipal Franchise Purchase Options And Franchise Fees In Florida"" for the Winter 2006 edition of the Stetson Law Review.

Cloud chairs the firm's Public Law Department and has extensive experience in local government, environmental, land use, and utilities law. He has represented dozens of Florida counties and cities in a variety of local government, utility, annexation, and land use matters, including territorial disputes, acquisitions, purchase option arbitrations, rate cases, complex transactions, and complex litigation. Cloud is a member of the Florida Municipal Attorneys Association, the Florida City, County, and Local Government Law Section, and the Florida Environmental and Land Use Law Section (ELUL) of the Florida Bar. Cloud received his B.A. from Wake Forest University and his J.D. from Florida State University College of Law.

07-31-2006

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