Law Library

Newest edition of ABA book includes enhanced tools to ­streamline the M&A process

The American Bar Association recently released the second edition of the book, “Using Legal Project Management in Merger and Acquisition Transactions,” a resource guide and toolbox for deal lawyers who seek to more effectively plan, manage and execute M&A transactions.

The guidebook answers clients’ demands for value by helping lawyers to work more efficiently and provide clients greater predictability through basic project management tools from scoping to after-action assessments.

Organized into “Pre-Deal,” “Deal” and “Post-Closing” phases, the guidebook includes:

• Valuable guidance on using legal project management to implement an organizational and communications framework that enables deal attorneys to better plan, manage and execute M&A transactions

• Four billing and budgeting tools, including a menu of alternative fee arrangements for M&A transactions

• Various checklists, forms and tools you can download from a companion website and customize to implement legal project management in your deal practice.

The new edition of the guidebook includes five new tools:

• Multi-Jurisdictional Transaction Checklist

• Carveout Transaction Checklist

• Post-Acquisition Integration Checklist

• M&A Deal Magnitude and Complexity Tool

• Budgeting Tool

About the editors: Byron Kalogerou is a partner at McDermott Will and Emery in Boston. He focuses his practice on domestic and cross-border mergers and acquisitions, finance and joint ventures and alliances. Dennis White is senior counsel in the business law group at Verrill Dana LLP in Boston. His practice focuses on transactional matters, including mergers and acquisitions, restructurings and sales of distressed companies, as well as on corporate governance. Kalogerou and White serve as co-chairs of the ABA Business Law Section’s Task Force on Legal Project Management in M&A Transactions established by the Mergers and Acquisitions Committee.


ABA book provides lawyers with key ­components of ­captive insurance

In today’s business world, many Fortune 500 companies, mid-sized and small businesses and tax-exempt organizations participate in captive insurance structures. The American Bar Association Business Law Section’s newly published book, “Captive Insurance Deskbook for the Business Lawyer,” helps lawyers decipher the intricacies of this area that includes discussion of the types of captives and addresses how to approach whether a captive makes sense for a business owner.

“Captive Insurance Deskbook” focuses on various aspects of the captive’s operation and management — from taxation, special uses and regulation to eventual exit and potential tax litigation issues. Written by experts specializing in captive insurance, the book includes discussion on:

• Various types of captives

• Captive insurance company feasibility

• Using a captive to fund employee benefits and the advantages of placing them in captives

• Corporate counsel’s role with captives and managing conflicts of interest

• The role of the domicile regulator

• Taxation of captives

• IRS examination of captive insurance

About the editor: David J. Slenn is a partner in the Tampa office of Shumaker, Loop & Kendrick LLP, where he concentrates his practice in tax, estate and business planning with an emphasis on risk mitigation.
He is the immediate past chair for the ABA Business Law Section’s Captive Insurance Committee and a past chair for the Asset Protection Planning Committee in the ABA Section of Real Property Trusts and Estate Law.


American Bar Association publishes unique guide to cancer rights law

The American Bar Association recently released “Cancer Rights Law: An Interdisciplinary Approach,” which provides an overview of key legal areas that often come into play for individuals who have been diagnosed with cancer and their caregivers, including health insurance, employment, disability insurance, genetics, estate planning and medical decision-making and finances and consumer rights.

Even the availability of health insurance coverage, consumer protections in the use of coverage and the right to appeal denials of coverage are rooted in laws.
This is the first book of its kind to address these legal topics through the lens of cancer diagnosis.

The book’s valuable information and practical resources will help those who teach a law school class, run a legal clinic, are interested in forming a medical-legal partnership, want to provide pro bono legal services, are responsible for navigating patients through their cancer experience or are coping with their own cancer diagnosis.

Co-authors Monica Fawzy Bryant and Joanna Fawzy Morales are cancer rights attorneys, speakers, authors and the co-founders of Triage Cancer (, a national, nonprofit organization that provides cancer survivorship education through educational events, a speakers bureau and online materials and resources.


New ABA book offers ­guidelines for effective anti-bribery compliance program for business

In today’s corporate global landscape, it is necessary for multinational companies to implement anti-corruption policies and programs that are compliant and mitigate risks. A newly released book titled “Designing an Effective Anti-Bribery Compliance Program: A Practical Guide for Business” by the American Bar Association’s Business Law Section, integrates the critical factors that require consideration in designing and implementing an effective anti-bribery compliance program. The book provides a practical framework that is invaluable in almost any legal setting.

This tightly written guidebook takes into account the official guidance and enforcement actions of the United States and the United Kingdom as well as other legal regimes and guidance issued by respected international organizations. It has a general application and useful guidance for whatever jurisdictions may be involved.

In implementing an effective anti-bribery compliance program, the book provides insights on:

• Identifying and understanding the critical components

• Creating a roadmap for implementation

• Designing effective policies and procedures

• Harmonizing polices to accommodate multiple legal regimes

• Establishing the role of senior management

• Developing practical training

• Monitoring the effectiveness of a compliance program

• Undertaking relevant risk management

• Conducting meaningful due diligence

• Drafting effective compliance provisions in legal agreements

The highly practical appendices include a checklist of key components of an effective compliance program and sample compliance provisions for third-party agreements.

ABA publishes new book on crafting effective ­settlement agreements

Settlement agreements resolve cases far more frequently than trials do. Thus, attorneys must be prepared to craft agreements that optimally address the issues between the parties while complying with statutes, published decisions and rules of court. “Crafting Effective Settlement Agreements: A Guidebook for Attorneys and Mediators,” co-published by the American Bar Association Business Law and Dispute Resolution Sections, provides practical advice on drafting settlement terms, reviewing proposed boilerplate provisions, identifying win-win nonmonetary terms even in “money only” cases and ensuring both the durability and enforceability of settlements.

“Crafting Effective Settlement Agreements,” authored by California appellate court attorney Brendon Ishikawa, provides comprehensive and practical guidance for attorneys regardless of whether the case has not yet been filed or has already resulted in a jury verdict.  Mediators too will find this a relevant and insightful resource for the process of facilitating a finalized settlement agreement.

This desk reference helps attorneys and mediators:

• Ensure an optimal drafting process and result for settlement

• Analyze the practical implications of proposed settlement terms

• Avoid potential legal and practical pitfalls that lurk unseen in the drafting process

• Understand the myriad legal requirements for settlement agreements

• Navigate complex interpersonal dynamics of people with opposing interests

• Identify problematic settlement agreement terms and avoid malpractice

• Explore ethical issues that can arise during the settlement process

• Select options most likely to make a settlement agreement durable and enforceable

Ishikawa is certified as a specialist in appellate law by the State Bar of California Board of Legal Specialization and has practiced appellate law for more than 20 years. He serves as lead appellate court attorney at the California Court of Appeal, Third District. Ishikawa is coauthor, with Dana Curtis, of “Appellate Mediation: A Guidebook for Attorneys and Mediators” (ABA 2016). He is also the author of “Appellate Mediation in California Civil Appellate Practice” (Cont. Ed. Bar 2017).


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