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    Chris is a member of the Business Services Department and Chair of the Private Equity/Mergers & Acquisitions Practice Group.  He practices in the areas of mergers and acquisitions, health care, securities, private equity ...

In case you missed it, Bingham Greenebaum Doll LLP attorney Christopher Jones has recently snagged a spot on the Louisville Business First Forty Under 40 roster for 2012, where he was recognized as an up-and-coming leader under the age of 40. Jones not only was recognized for being on the cutting edge of his occupation but also for sharing his time and talents in the community.

Due to economic circumstances, job hunting in the legal profession has become a difficult process. In a recent article in Louisville’s Business First, Bingham Greenebaum Doll LLP attorney Christopher Jones explains how  to “get a foot in the door” of the legal community. In the article, Christopher elaborates on ways to enter the legal world, even if it’s not quite the job for which you’re looking. Christopher also informs young professionals seeking a career in the legal profession to keep up with their studies, because first year grades are crucial for locating long-term employment following law school. An excerpt from the article, published in Business First, is below.

Posted in General

Please click here for a complete PDF of the issue.

As the title of this article suggests, if you own or manage a Kentucky limited liability company (LLC), you may want to review your Operating Agreement. In a recent case, Patmon v. Hobbs, the Kentucky Court of Appeals held that, as a matter of first impression, members and managers of LLCs owe similar common law fiduciary duties as corporate officers and directors or partners in a partnership in the absence of contrary provisions in the Operating Agreement of the LLC. The Court of Appeals also extended, for the first time, the business opportunity doctrine to members and managers of Kentucky LLCs. While many other states have concluded that members and managers of an LLC owe a duty of loyalty to the company and its members, Kentucky courts had not, until Patmon, had occasion to address the same question. This major ruling should prompt every member or manager of a Kentucky LLC to re-examine his or her Operating Agreement and determine the extent, if at all, he or she has contractually limited these new obligations or want to limit such duties.

The Emergency Economic Stabilization Act of 2008 (the “Act”), authorizing a $700 billion U.S. economic rescue plan, was passed by Congress on October 3, 2008, and President Bush has signed the Act into law. Since that date, financial industry regulators have announced a number of significant initiatives designed to foster liquidity and confidence in the U.S. financial system ...

 Public companies should begin to prepare for the upcoming proxy season now. The revolutionary change in how proxy statements can or must be delivered to shareholders next year means that companies need to develop a plan of action when it comes to the proxy process as soon as possible. Those companies that wait too long may end up missing out on potentially big savings or find out they are too ...

So often, our messages about regulatory changes are accompanied by loud sighs of dismay, followed shortly by questions about the additional costs to your business. However, on December 13, 2006, the Securities and Exchange Commission (SEC) adopted a proposed amendment to the proxy rules for public companies which are expected to result in significant savings for every public company.

A horse industry ethics bill making it unlawful to receive commissions from both buyer and seller without full disclosure sailed through the Kentucky General Assembly this session and was signed into law by Governor Fletcher on March 28, 2006. The new law, which took effect in July, will require written documentation of all horse sales involving more than $10,000 in addition to severely penalizing the practice of bloodstock agents receiving undisclosed commissions known as “dual agency.” The bill was sponsored by Louisville Democrat, Denver Butler, chairman of the House Licensing and Occupations Committee. However, the real impetus for the law was California winemaker Jess Jackson, better known for his Kendall Jackson wineries, who pushed for the legislation in the wake of a recent lawsuit he filed that complains of corruption in how thoroughbred horse sales are conducted. In his lawsuit Jackson has alleged that he has been defrauded out of millions of dollars by the practice of dual agency. The law has two main components: the written contract requirement and the restrictions on dual agency. 

On July 26, 2006,the Securities and Exchange Commission (SEC) adopted substantial changes to the rules requiring disclosure of executive compensation, related person transactions and security ownership of officers and directors. The revisions will affect disclosures in proxy statements, annual reports and registration statements of public companies. The SEC will also require that most of the disclosure be provided in plain English. Highlights of the changes include:

The era of the more business friendly Securities and Exchange Commission (“SEC”) of former Chairman Harvey Pitt has come to an end in the wake of Sarbanes-Oxley and the Enron-WorldCom corporate implosions. In fact, the total fines levied by the SEC have skyrocketed from $44 million in 2001 to more than $1 billion in both 2003 and 2004. During the same period, the number of enforcement actions initiated because of alleged abuses in the areas of financial reporting and accounting have increased by more than 70 percent. See Tim Reason, The Limits of Mercy, CFO, April 2005, at 61, 62.This increase in the number and severity of enforcement actions being brought by the SEC appears to be a policy shift for the agency in general. Companies and individuals that fail to respond to this shift in corporate oversight and accountability may join the growing ranks of those facing SEC enforcement penalties through its enforcement process.

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