Vol. 79, No. 7 July
Corporate Finance and the
Securities Laws, 3d ed.
By Charles J. Johnson Jr. & Joseph McLaughlin (New York,
NY: Aspen Publishers, 2005). 1,091 pgs. $195. Order, (800)
Reviewed by Anthony C. Marino
This reference book is a well organized and extremely helpful guide
to the complex area of transactional securities law. The book is
promoted as a practical guide to securities transactions for corporate
finance attorneys. This description, if anything, understates the
usefulness of the book, which is written in plain English and organized
Anyone who has attempted to decipher the securities statutes and
corresponding rules and regulations knows how frustrating it can be to
ascertain their meaning. The authors successfully demystify securities
laws relating to all varieties of public and private securities
issuances. They accomplish this in three ways.
First, the authors thoroughly explain the history and reasons
underlying the laws, rules, and regulations. This gives the reader a
full understanding of what situations or activities Congress and the
regulators were intending to regulate. Second, the authors use plain
English to describe the statutes and the rules. Finally, the authors
describe their own practical experiences to illustrate how the statutes
and rules operate in the marketplace.
Many corporate finance attorneys have relied on this well-known
reference guide since its first edition was published. This edition is
essentially the same as the prior two, although it has been updated to
reflect the impact of Sarbanes-Oxley as well as other developments.
As a transactional attorney focusing on corporate finance, I have
quickly given this book the honor of being my first stop for any
securities law question. The index has proven to be particularly helpful
because it allows the reader to search by regulation, rule, or statute
Children in the Courtroom: Challenges for Lawyers
By Sherrie Bourg Carter (Notre Dame, IN: NITA, 2005). 124
pgs. $70. Order, (800) 225-6482.
Reviewed by Erik R. Guenther
A child's statements to a jury, a police officer, or a forensic
interviewer can result in incarceration of an accused, loss of custody
rights for a parent, or imposition of damages against a defendant. The
Wisconsin Jury Instructions therefore make clear that the testimony of a
minor witness should be given the same scrutiny as that of an adult. In
reality, however, the testimony of minors often is given greater weight
than that of adults, based on a lack of understanding that children can
and do lie and also make mistakes in identifications, just as adults do.
Children in the Courtroom addresses these concerns to help its
audience of attorneys and judges understand the complexities in dealing
with minors in the judicial process.
The book addresses proper forensic interviews of children, including
the problems of leading and suggestive questions, limiting the danger of
false and mistaken allegations, and dealing with a minor's vulnerability
to suggestion. The author discusses distinctions between interview
techniques, appropriate interview settings, and interviewer bias. The
author shares and explains her recommendations, for example, that
interviews be videotaped, given the results of studies that demonstrate
the limited ability of an interviewer to recall responses verbatim. The
author thoughtfully discusses the controversy surrounding the use of
anatomically detailed dolls and provides a survey of recommended studies
on the subject.
Current case law also is addressed, including the application of
Crawford v. Washington to the testimony of minor witnesses. The
author explains some state court post-Crawford decisions
dealing with the admissibility of out-of-court statements of minors. The
conflict discussed in Maryland v. Craig between the
Confrontation Clause right of the accused and the emotional availability
of the complaining witness also is considered.
The author provides a balanced perspective that is useful for family
law practitioners, prosecutors, defense attorneys, and judges. I
recommend the book as a summary of this issue, although attorneys in the
criminal justice system should view the book as a starting place to
develop their understanding of child testimony.
The Of Counsel Agreement: A Guide for Law Firm and
Practitioner, 3d ed.
By Harold G. Wren & Beverly J. Glascock (Chicago, IL: ABA
Senior Lawyers Division, 2005). 266 pgs. $89.95. Order, (800)
Reviewed by Joseph J. Shutkin
This work is a fine analysis of the "Of Counsel" status and the
problems facing the parties to such an arrangement as well as of some
suggested forms of agreement for the parties involved.
The American Bar Association Committee on Ethics and Professional
Responsibility suggests four permissible patterns of relationships in
the use of the "Of Counsel" designation (reprinted in Appendix H). These
are: 1) the part-time practitioner; 2) the retired partner; 3) the
probationary partner; and 4) the permanent senior attorney. Each
particular Of Counsel relationship is thoroughly explored and its
advantages and disadvantages shown.
The authors effectively cover many types of problems that may be
encountered in the relationship, including legal malpractice, possible
conflicts of interest, and even possible imputed disqualifications.
This work serves as a useful guide for drafting a detailed written
agreement to protect the firm and the attorney acting as Of Counsel to
the firm. The terms of the agreement should cover the precise needs of
the parties, as well as compensation, detailed items of expense to be
provided by the firm, handling of malpractice insurance, protection of
the firm's trade secrets, and a description of the Of Counsel's duties
and responsibilities relating to the firm and the firm's clients.
For firms interested in examining the possibilities of Of Counsel
relationships, the authors provide a chapter of ideas for use in
planning and drafting such agreements. In addition, the Appendix offers
actual forms of suggested Of Counsel agreements. These include
agreements between an independent contractor and a partnership, an
agreement between an independent contractor and a professional service
corporation, a letterhead form letter covering a retired partner of a
firm who remains associated as Of Counsel, and even an Of Counsel
agreement via a letter from a managing partner of a law firm to a
This guide provides a comprehensive desk reference for the Of Counsel
relationship, and it would benefit any firm's library.
The Lawyer's Guide to Adobe Acrobat, 2d ed.
By David L. Masters (Chicago, IL: ABA Law Practice Management
Section, 2005). 192 pgs. $59.95. Order, (800) 285-2221.
Reviewed by Anita Evans
This book does a great job convincing legal minds that it is quite
possible to turn a law firm into a "paperless office" by using some of
the simple tools provided in Adobe Acrobat. The book's chapters are
divided into subchapters covering topics such as using Adobe to create
Bates Numbering, organization of complex electronic briefs, indexing CD
contents, and creating an electronic exhibit notebook. The book covers
instructions for versions 6 and 7 of Adobe Acrobat. It also includes a
resource guide with helpful Web addresses and references to books and a
complete glossary and alphabetical index.
The author provides specific examples of how to use Adobe software to
complete everyday processes such as document review. Attorneys will find
unique solutions with step-by-step instructions that omit a lot of
computer terminology that only IT geeks can understand. The book's only
weakness is when the illustration and instruction for a task are on
separate pages, requiring readers to flip back and forth from the
picture to the instructions.
One of the biggest stories regarding Adobe is its inability to
natively redact contents from any text searches. Although the author
explains how the available plug-in (called Redax in §13.4) works,
readers need to be aware of the danger. Simply using the highlight tool
in Word to conceal the text and then converting the document to PDF does
not prevent another user from mining data that supposedly were redacted.
A warning message above or below the chapter on redaction would be in
The Legal Assistant's Practical Guide to
Professional Responsibility, 2d ed.
By Arthur H. Garwin & Kathleen Hamer (Chicago, IL: ABA
Center for Professional Responsibility, 2004). 202 pgs. $39.95. Order,
Reviewed by Elizabeth Perry
This publication is an excellent resource for people who are
interested in becoming a legal assistant or who would like to brush up
on the many aspects of professional responsibility. It is presented in
an easy-to-read format and is very thorough. Virtually all rules,
guidelines, and best practices for a competent legal assistant are
The second paragraph of the introduction to this edition aptly
summarizes the work: "The American Bar Association Center for
Professional Responsibility has developed this guide to provide a
practical reference on the basics of professional conduct. This handbook
contains explanations of the law of professional responsibility as it
affects legal assistants, tools for identifying and resolving ethical
problems and practical tips to use in everyday practice."
Each chapter covers a different topic regarding a legal assistant's
duties and professional responsibilities. The first chapter is
essentially the backbone of this publication because it immediately
conveys important information to people who may have no prior knowledge
regarding rules and responsibilities affecting a legal assistant's work.
The remainder of the publication has an intelligent flow and continues
with consideration for the everyday practice of a legal assistant in a
law office. The chapters then become more specialized with respect to
the essentials of professional responsibility for an effective legal
assistant. Each chapter ends with a convenient brief summary, indicating
all of the main points covered. This provides a quick and easy reference
relative to issues that are likely to arise in a legal assistant's
The appendix has its own wealth of knowledge. It not only sets out
the rules and responsibilities advanced by the NALA, the NFPA, and the
ABA, but also includes useful information relating to legal research and
financial recordkeeping. The appendix is structured very well to
complement the overall flow of the publication.
Overall, this publication is a valuable, concise resource for legal
assistants and those interested in the field.
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