Seminars Presented at the Annual Meeting
Christopher R. Rowley, Esq. of Vinson & Elkins, Dallas, Texas, presented a concise and informative paper on mergers and acquisitions and securities transactions, entitled “Effective Coordination of Inside and Outside Legal Teams in Corporate and Securities Transactions.” We are in a world of change with much activity in the corporate world. Mr. Rowley outlined the necessity for planning and gathering information to efficiently accomplish the closing after the deal has been negotiated. He walked us through the necessary due diligence process, critical to every transaction, and stressed the necessity for good corporate record keeping. Mr. Rowley explained the team concept for the transaction and the role of everyone involved from the senior partner to the paralegal. The paralegal generally organizes due diligence materials, conducts searches of state records governing entities, prepares summaries, prepares corporate and other filings, prepares initial drafts of formation documents, resolutions, etc. Post-closing activities include formation/dissolution of entities, amendments to charter documents if necessary. He explained the paralegal’s role in those activities stressing the teamwork needed to effectively complete the deal. The wave of the future . . . online data rooms will mean less travel and less expense to all parties. Bowne’s Virtual Deal Room and Donnelly’s Intralinks are two innovative programs currently marketed for corporate and securities transactions.
—Cecile
Wiginton, CLA
The presentation on Class Action Litigation was presented by Roger B. Cowie, a Partner at Locke Liddell & Sapp, L.L.P., Dallas, Texas. Mr. Cowie explained the differences between class action litigation and individual causes of action. He discussed the requirements under the Federal and State Rules of Civil Procedure to be able to proceed as a class action, and he detailed the many ways the paralegal can assist with a class action case.
—Jan
Bufkin, CP
The last speaker of the day was Randall B. Geuy on “Offshore Outsourcing”. Mr. Geuy’s speech was very informative and covered all aspects of outsourcing jobs overseas.
Global IT outsourcing is presently estimated to be over $150 Billion with the majority being sent to India. However, many more countries are beginning to participate including China, Brazil, Mexico, and Canada.
The key legal issues are: protecting intellectual property; tax, privacy, and regulatory issues; and termination. Each country’s team should include experts in the following: the outsourced function, finance, operations, tax, labor and employment, and outsource contracting.
Any company considering offshore outsourcing can count on large up-front investments in money and time, and then more than likely may only realize a 20% savings.
—Debbie House, CP
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