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Report of the Legal Opinions Committee Regarding Legal Opinions in Business Transactions
This is the slide deck of the presentation.
Primer on Legal Opinions
This Article will discuss a few significant topics that have been the subject of recent discussion at the WGLO Seminars and among legal opinion practitioners, including recent litigation and claims against law firms relating to legal opinions. As an initial matter, it should be noted that many of the recent claims against laws firm based upon legal opinions are related to facts assumed or stated, to negative assurances, and to the wording of the opinions as to qualifications and limitations, rather than to alleged mistakes of law in the opinions that are actually expressed.
Primer on Legal Opinions
This Article will discuss a few significant topics that have been the subject of recent discussion at the WGLO Seminars and among legal opinion practitioners, including recent litigation and claims against law firms relating to legal opinions. As an initial matter, it should be noted that many of the recent claims against laws firm based upon legal opinions are related to facts assumed or stated, to negative assurances, and to the wording of the opinions as to qualifications and limitations, rather than to alleged mistakes of law in the opinions that are actually expressed.
STATEMENT OF OPINION PRACTICES
The Legal Opinions Committee of the American Bar Association’s Business Law Section and the Working Group on Legal Opinions Foundation have sponsored a project to formulate a Statement of Opinion Practices relating to legal opinions, and the resulting Statement has recently been approved by the Governing Council of the Business Law Section of the State Bar of Texas and by certain bar groups in other states. You can read the Statement here, together with the related Core Opinion Principles and an Explanatory Note that provides some additional information regarding the Statement
Status of the Committee Reports
The following are links to works by the Legal Opinions Committee
Spring, 2013
This issue includes articles entitled: "Legislation Update on Article 4A Amendment" by Roger Bartlett; "Potential Impact of the Canning Decision on CFPB Rules" by Cheryl Crandall Tangen; and "Legal Opinions Committee Update: Dodd-Frank and Swap Guarantees by and Joint and Several Liability Provisions for Entities that are not Eligible Contract Participants" by Steve Tarry.
Section Newsletter Summer 2015
This issue includes articles on "Trap for Nonprofit Corporations: Using Single Member LLCs" by Darren Moore and Frank Sommerville; "Form of Nonprofit Corporation Governing Documents Available to Members" by Elizabeth Miller and Frank Sommerville; "Delaware Judge Fines Dole Food Executives $148 Million for Merger Fraud" by Byron Egan; and "Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions" by Gail Merel and Steve Tarry.
Section Newsletter Summer 2015
This issue includes articles on "Trap for Nonprofit Corporations: Using Single Member LLCs" by Darren Moore and Frank Sommerville; "Form of Nonprofit Corporation Governing Documents Available to Members" by Elizabeth Miller and Frank Sommerville; "Delaware Judge Fines Dole Food Executives $148 Million for Merger Fraud" by Byron Egan; and "Common Qualifications to a Remedies Opinion in U.S. Commercial Loan Transactions" by Gail Merel and Steve Tarry.
Spring, 2013
This issue includes articles entitled: "Legislation Update on Article 4A Amendment" by Roger Bartlett; "Potential Impact of the Canning Decision on CFPB Rules" by Cheryl Crandall Tangen; and "Legal Opinions Committee Update: Dodd-Frank and Swap Guarantees by and Joint and Several Liability Provisions for Entities that are not Eligible Contract Participants" by Steve Tarry.