Committee Reports

By Business Law Section

Committee Reports

The Business Law Section conducts most of its activities through individual committees that focus on various areas of business law. Membership in any committee is open to any section member. While active participating is encouraged, there is no required time commitment. To join a committee, email [email protected]. For more information, visit https://NYSBA.ORG/BUSINESS.

Banking Law Committee

No report received.

Aaron Iovine, Chair

Bankruptcy Law Committee

No report received.

George Angelich, Chair

Business Organizations Law Committee

No report received.

Robert Kantowitz, Chair

Derivatives and Structured Products Law Committee

The Derivatives and Structured Products Law Committee transitioned to virtual events this year with great success and attendance. The first webinar in March on “LIBOR Transition—Legislative Solutions” featured a presentation by Julia Hueckel and Janet Choi from Bank of America, and David Lucking, David Wakeling, Francesca Bennetts and James Bryson from Allen & Overy. The group discussed updates on U.S., U.K. and EU legislative proposals related to the transition away from LIBOR and the relevance of the legislative proposals in the derivatives market. In June, the committee chairs hosted a virtual panel with a substantive and engaging discussion on “Recent Enforcement Trends and What Lies Ahead at the CFTC,” featuring Rebecca Simmons and James McDonald from Sullivan & Cromwell, and Gregory Mocek from Allen & Overy, as panelists. Both James and Greg are former heads of the Division of Enforcement at the CFTC. Nearly 70 people attended virtually. 

David Lucking, Past Chair

Diversity Committee

No report received.

Mirna Santiago, Chair

Energy and Climate Law Committee

No report received.

Paul Ghosh-Roy, Chair

ESG Committee

The New York State Bar Associate ESG Committee was formed in January 2021. It is co-chaired by David Curran (co-chair of the ESG Advisory Practice at Paul, Weiss) and Linda Smith (CCO and regulatory counsel at Fiera Capital Inc.).

ESG refers to a set of “E”nvironmental, “S”ocial and “G”overnance standards that are used to assess risks, enhance investment returns and/or to promote environmental or societal goals. ESG factors are increasingly incorporated into investment and credit analysis. Companies are evaluated for their sustainable practices by investors and rating agencies. Environmental issues such as a company’s impact on climate change and social issues such as racial justice, diversity and inclusion, data privacy and the like are increasingly important from business and legal perspectives.  

On September 27, 2023, the ESG Committee organized a joint event with the New York Area Sustainability Group on Evolving Trends & Real-World Implications for ESG. The event addressed how leading organizations and teams support the implementation of ESG standards, where they see the space advancing, and how they address barriers across global geographies. The event consisted of mini-presentations by four panelists, the majority of which were members of the ESG committee: Julie Sartoro (Partner, KPMG), David Curran (Co-Chair, Sustainability and ESG Advisory Institute at Paul Weiss), Linda Kleftodimou Smith (Head of ESG Compliance, Nuveen) and Paola Betelli (Senior International Human Rights and Environmental Law Advisor, Foundation for Governance and Sustainability). The speakers shared their unique perspectives on ESG implementation in the public and private sector—from public companies, to asset managers, and international organizations—and recommendations for others looking to help advance this space. Gal Shargil-Yaari, a member of our ESG Committee, was instrumental in bringing the two groups together and coordinating the event. This was the first collaboration of the NYSBA with the New York Sustainability Group and we hope to hold more events in the future.

The ESG Committee is planning an event in December 2023 on DEI corporate programs in the wake of the recent Supreme Court ruling in Students for Fair Admissions v. President & Fellows of Harvard College and University of North Carolina holding that Harvard and the University of North Carolina’s race-conscious admissions policies are unconstitutional. The speaker will be Lissette Duran, counsel in the newly created DEI Strategic Advisory Group of Paul Weiss and a member of the New York State Bar Association task force to develop strategies for businesses on legal avenues to preserve diversity. Companies and law firms seek ways to preserve their diversity efforts in an increasingly fraught landscape. We are excited to have Lissette present on this very timely topic.

Linda K. Smith, Co-Chair

Franchise, Distribution and Licensing Law Committee

Our committee had two meetings in August to address the bill passed by the legislature but not yet signed by the governor that would prohibit non-compete agreements, with no exceptions for business acquisitions or franchise agreements.

Prior to our August 17 committee meeting, we circulated two proposals to amend the legislation, prepared by committee members David Oppenheim and Richard Rosen. At the August 17 meeting, we discussed the various policy considerations concerning the use of non-compete agreements in connection with business acquisitions and franchise agreements, and whether we as a committee supported an exception for franchise agreements.

We followed up this meeting with another meeting on August 31, where we discussed the two specific proposals. After extensive discussion, and valuable input from Mergers and Acquisition Committee members, we reached agreement on a revised proposal, which would create an exception for non-compete agreements entered into in connection with business acquisitions and franchise agreements.

We presented this proposal, together with a detailed memorandum in support, at the Executive Committee meeting of the Business Law Section on September 22, 2023, where the committee voted to support sending the proposal to the Bar president.

David Azrin, Chair

Insurance Law Committee

No report received.

Sanjiv Tata, Chair

Legislative Affairs Committee

The Legislative Committee works with the NYSBA Governmental Relations Dept. to monitor legislative activity of interest to the Section and works with section leadership and other section committees in preparing comments on pending legislation and proposals for new legislation. We have also provided testimony to legislative committees. In 2023, this committee supported extensive work by Business Law Section working groups to produce Memoranda In Opposition to draconian bills regarding noncompetition agreements and disclosure of LLC owners. The section has been and remains an important voice in business law legislative activity in this state.

Michael A. de Freitas, Chair

Membership Committee

No report received.

Sarah Gold, Chair

Mergers and Acquisitions Committee

In June 2023, the M&A Committee presented an informative and practical CLE session on best practices in closing M&A transactions, in collaboration with iManage Folders and an outstanding panel of M&A practitioners.

The M&A Committee is also looking forward to hosting a session in November on the timely topic of health care M&A transactions.

Notably, the M&A Committee was instrumental in drafting an opposition letter to New York’s pending legislation intended to prohibit non-compete agreements in the State. The letter raised the concern that such legislation could materially stifle M&A activity in New York and negatively impact the business climate in the State. We thank the Business Law Section for its strong support and collaboration in this effort and are hopeful that the Governor and the legislature will address these serious concerns and amend the legislation.

David Lallouz, Chair

Not-for-Profit Corporations Law Committee

The Not-for-Profit Law Committee continues its focus on educating and strengthening the nonprofit sector and those who counsel it. To that end, the “How to Counsel a Nonprofit” Lunch and Learn series rolled on. After last spring’s initial three workshops, the committee sponsored a workshop on drafting bylaws in October, and is hosting a presentation on unrelated business income in November. Topics for the spring include counseling private foundations and step-by-step guidance on how to conduct a real estate transaction in which a nonprofit is involved. In addition to providing NPCL-specific guidance, listeners obtain practical tips and pointers for counseling nonprofits, as well as learn where the nonprofit law differs from other sections of the law so practitioners who don’t regularly practice nonprofit law don’t make unintended, avoidable counseling mistakes.

Judy Siegel, Chair

Private Fund Committee

The Private Fund Committee held a hybrid program on January 23, 2023 titled “Securities Litigation and Regulatory Enforcement Update | Government Enforcement and White-Collar Crime Update.” The panelists examined various enforcement developments and priorities across numerous agencies, including:

  • SEC enforcement trends and priorities, the agency’s active rulemaking agenda, and its increased focus on ESG, cybersecurity and private funds
  • Recent developments in DOJ enforcement priorities in investigating and combatting corporate crime, including a focus on individual accountability, policies, and incentives to shape corporate culture, improve voluntary self-disclosure and secure remedies for victims
  • Emerging areas of focus—whistleblowers, beneficial ownership, and digital assets— or FinCEN and the New York State Department of Financial Services
  • A look ahead at expected CFTC trends in 2023

The speakers included:

Anita B Bandy, Securities Enforcement, Government Enforcement and White-Collar Crime, Washington, D.C.

Maria Cruz Melendez, Government Enforcement and White-Collar Crime, New York

Alessio Evangelista, Litigation; Financial Institutions Regulation and Enforcement, Government Enforcement and White Collar Crime, Washington, D.C.

David Meister, Head of New York Government Enforcement and White-Collar Crime Group, New York

The committee has also co-sponsored a number of additional meetings, including (1) Securities Litigation Update on February 9, 2023 and (2) the Rising Tide of ESG Litigation on March 10, 2023.

The committee co-sponsored a hybrid meeting on De-SPAC issues on June 21 and a virtual meeting on executive compensation issues in June.

Dodd-Frank Clawback Rules: Overview and Special Considerations – June ٢٧, ٢٠٢٣

This presentation:

  • Provided an overview of the Dodd-Frank clawback rules.
  • Covered the timetable for approval of a Dodd-Frank compliant clawback policy.
  • Outlined the disclosure requirements under Form 10-K and Item 402(w) of Regulation S-K.
  • Identified compensation potentially subject to clawback.
  • Explored the intersections between a Dodd-Frank compliant clawback policy and other corporate documents (e.g., dispute resolution provisions, indemnification provisions in by-laws or standalone indemnification agreements).
  • Discussed the use of acknowledgment form.

SEC Update: Exam Priorities and New Reporting and Compliance Obligations for Registered Investment Advisor – July 12, 2023
Chris Mulligan, investment advisor/private fund senior adviser and co-coordinator of the Private Funds Specialized Working Group in the SEC’s Division of Examinations discussed private fund adviser examination priorities and the recent amendments to Form PF. The recent amendments have materially enhanced the reporting obligations for registered investment advisers who are required to report on Form PF.

November 14 at 5 pm: SEC’s New Private Fund Rules: Why Are They Controversial?

Kevin P. Scanlan, Kramer Levin

Scott H. Moss, Lowenstein Sandler LLP

This session addressed the recently adopted Investment Advisers Act Private Fund Rules, including why these rules have generated so much controversy.

The committee welcomes speaker volunteers and program ideas. Please reach out to the chair, Anastasia Rockas with suggestions.

Anastasia Rockas, Chair

Securities Regulation Committee

The Securities Regulation Committee made a serious effort to revive the in-person meetings in the spring. In June, we held a joint meeting with the Private Funds Subcommittee hosted by Paul Hasting at their Midtown offices. Attorneys from the firm, Michael Zuppone and Keith Pisani, presented on the topic of De-SPAC transactions. We were pleased to have 40 attending in person and 60 participants by Zoom. The committee is working to schedule upcoming meetings but as it stands now, most likely, we will be looking to schedule an in-person meeting in January 2024.

Joseph Danowsky, Chair

Technology and Venture Law Committee

The T&VL Committee started to distribute a monthly news to its members on technology topics among which AI regulations, robotics, cybersecurity, AI and IP.

The technology industry is rapidly evolving and the repercussions for the legal profession are many. The committee initiated discussion to plan and organize a meeting or a roundtable during the 2024 Annual Meeting on technological topics of interests. There is also ongoing discussion to revamp and update the T&VL Committee website.

Luca Melchionna, Chair

Wine, Beer and Spirits Law Committee

No report received.

Juan Soto, Chair