Boston Bar Association Podcast Central

Sponsored by: Intellectual Property Law Section and Life Sciences Committee Beyond Business Methods: Assessing the Impact of Bilski on Life Sciences Inventions Charles Larsen, Ropes & Gray LLP, and Melissa Rones, Ropes & Gray LLP, will discuss the Federal Circuit's October 2008 clarification on the test for assessing the patentability of a process under section 101 in In re Bilski. Although the invention at issue in Bilski was a business method, this decision has implications that transcend technology area. Charles and Melissa will discuss the potential impact of Bilski on protecting life sciences inventions. Intellectual Property Law Section co-chairs: David McIntosh and Lee T. Gesmer
Life Sciences Committee co-chairs:David P. Halstead and Leslie  McDonell

Sponsored by: Corporate Law Committee Drafting Executive Compensation Disclosure for the 2009 Proxy Statement Mark A. Borges, Compensia, Inc. is coming from Washington DC to lead this timely discussion on drafting executive compensation disclosure. The 2009 proxy season promises to be the most challenging yet for executive compensation disclosure, as it marks the initial year for the full phase-in of the Summary Compensation Table. In addition, recent market volatility is having a dramatic impact on 2008 pay decisions, all of which must be justified in the Compensation Discussion and Analysis. Further, the Emergency Economic Stabilization Act, as well as the possibility of sweeping legislative reforms, has given investors renewed momentum for targeting companies with unpopular pay practices; placing greater emphasis on ensuring that you can adequately explain your compensation policies and decisions. The following disclosure-related topics will be discussed:

• Explaining incentive compensation arrangements: what the SEC Staff and shareholders' are looking for
• The five key topics to address in your Compensation Discussion
  and Analysis
• The impact of the Emergency Economic Stabilization Act and its executive compensation standards on executive compensation practice and disclosure
• Severance and change-in-control disclosure: What's required and what's expected
• Disclosure practices in an uncertain environment anticipating what's around the corner

Program Sponsor: Mergers & Acquisitions Committee and Bankruptcy Law Section

M&A and Bankruptcy: Working Together

Please join us to hear Bojan Stoyanov, Huron Consulting Group, and Joe Basile, Weil, Gotshal & Manges discuss how to effect M&A transactions when the target or the seller is a debtor in a bankruptcy proceeding.

In a difficult economic environment, the conventional wisdom is that bankruptcy lawyers will be busy while M&A lawyers will be on the sidelines. On the contrary, financial distress presents excellent acquisition opportunities, and bankruptcy can often be an effective M&A technique. Indeed in the current environment, no M&A professional and no bankruptcy practitioner can afford to be unacquainted with those aspects of the Bankruptcy Code that are relevant to acquisition transactions.

Mergers & Acquisitions Committee Co-Chairs: Mark J. Tarallo and Dimitry S. Herman
Bankruptcy Law Section Co-Chairs: Donald R. Lassman and Adrienne K. Walker.

Program Sponsor: International Intellectual Property Law Committee

Key Word Advertising Litigation in the U.S. & Europe

Keyword advertising is one of the most prevalent forms of advertising on the Internet, with Google, Yahoo and others "selling” keywords that are used to provide advertisement content in response to user searches.  When a company “buys” its competitor's trademark so as to display its advertisement in response to a search of the competitor"s trademark, not surprisingly, litigation can erupt.  John Ward of Novartis Vaccines and Diagnostics will take a look at the current state of litigation taking place in the U.S. and Europe with respect to this controversial issue.

International Intellectual Property Law Committee Co-Chairs: Kerry L. Timbers and John F. Ward.

Program Sponsor: Corporate Law Committee

Massachusetts Corporate Law Update

Stanley Keller, Edwards Angell Palmer & Dodge LLP, will provide an update on the status of Chapter 156D, the Massachusetts Business Corporation Act enacted in 2004, including pending amendments, recent court decisions and current issues for directors under Massachusetts law. There will be ample time for questions and answers.

Corporate Law Committee Co-Chairs: Susan Permut and Polly Plimpton.