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27 Bull. Bus. L. Sec. i (1990)

handle is hein.journals/txjbus27 and id is 1 raw text is: 






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                                      OF  THE BUSINESS   LAW  SECTION
Vol. 27                                          March 1990                                           No. 1


IN THIS ISSUE  ...
  Receivership  Issues  of  Failed
Financial  Institutions: Unfunded
Obligations by W. Mike Baggett and
Diane  K.  Lettelleir of Winstead
Sechrist & Minick, P. C., Dallas, dis-
cusses selected issues when a bank
or savings  and loan  institution is
placed   into conservatorship  or
receivership due to insolvency and
has  unfunded obligations such as
letters of credit, leases, contracts of
sale, service contracts and financial
contracts. The laws governing fed-
eral and  state financial institution
regulators gives receivers and con-
servators far-reaching powers that
may  alter or even eliminate a failed
financial institution's outstanding
obligations to third parties. Page 1.
  The   LTV   Risk:  Bankruptcy
Order  Disallows OlD Created  in
Exchange  Offer by Robin E. Phelan
and  Stacy Jernigan of Haynes and
Boone,  Dallas, discusses a recent
decision of  the influential United
States  Bankruptcy  Court for  the
Southern District of New York which
could  have  detrimental  and  far
reaching  consequences  for finan-
cially troubled companies and their
creditors who attempt to restructure
obligations, particularly in the con-
text of  pre-bankruptcy  offers to
exchange  old debt for new restruc-
tured debt. Page 17.
  Recent  Developments  in Corpo-
rate and Securities Laws by Joseph
Dannenmaier,  James  Earl Parsons
and  Michael C. Titens of Thompson
&  Knight, Dallas, includes a discus-
sion  of  the  Delaware  Supreme


Court's decision in Paramount Com-
munications, Inc. v.  Time, Incor-
porated, a U.S. Supreme Court deci-
sion establishing a test to determine
when  a note is a security under the
Securities Act of  1933, and  two
recent  decisions  regarding   the
requirement of reliance for an action
under Section 14(a) of the Securities
Exchange  Act of 1934. Page 21.
  State Bar Convention. The  State
Bar of Texas will be holding its An-
nual Meeting in Dallas on June 6-9.
Notice  is hereby  given that  the
Annual Meeting of the Business Law
Section will be held on June 7, 1990
at 4:45 p.m. at the Loews  Anatole
Hotel in the Governors Room (meet-
ing room is subject to change). Sev-
eral Council Members will be elected
at that time.
  The following persons have been
nominated for election to a two year
term on the Council of the Business
Law   Section:  Byron   F.  Egan,
Robert  F. Gray, Jr., Dan L. Nice-
wander,  Michael  Tankersley  and
Vernon  0. Teofan. Byron  F. Egan
was  nominated to become Chairper-
son and Charles C. Szalkowski was
nominated    to    become     Vice
Chairperson.
  In addition, no business  lawyer
can   afford to   miss  Business
Crime -  What You  Don't Know Can
Hurt  You,  co-sponsored  by  the
Business Law  Section on Thursday,
June  7, 1990.


  The 1980's were marked by a dra-
matic increase in criminal prosecu-
tions against the business commu-
nity. Although mail fraud and RICO
charges  were  once  reserved  for
real criminals, indictments reflect-
ing these offenses  are now  com-
monly   issued  against the  most
white-collared of businesses  and
executives. The surge  in prosecu-
tions of, and prison terms for, white-
collar executives has required busi-
ness lawyers, formerly only familiar
with  corporate board   rooms,  to
focus their attention on the subjects
that will be presented by the out-
standing group of panelists.
  The panelists have extensive cor-
porate,  prosecution and  defense
experience and  will explore issues
ranging from an overview of federal
and  state business crimes, to the
latest in government  investigative
techniques.    Nationally   known
experts, such  as  Judah  Best  of
Washington,    D.C.,   who    has
represented  high-profile public fig-
ures and  institutions, and Rudolph
Giuliani, who  prosecuted   Drexel
Burnham   Lambert, Inc. will provide
useful tips for spotting the pitfalls in
any criminal corporate investigation
and for fielding questions until help
arrives.
  Closer to home, Mitchell Lansden,
Assistant United States Attorney for
the Southern  District of Texas, will

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