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    Vol. 79, No. 7  July 2006

    Book Reviews


    Corporate Finance and Security LawsCorporate 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) 447-1717.

    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 by topic.

    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 number.

    Anthony C. Marino, Texas 1997, is an assistant general counsel at Northwestern Mutual Life Insurance Co., where he practices in the areas of corporate finance and securities.

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    Children in the Courtroom: Challenges for Lawyers and Judges

    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.

    Erik R. Guenther, U.W. 2002, is an associate with the criminal defense practice group of Hurley, Burish & Milliken S.C., Madison, representing individuals and business entities in courts throughout Wisconsin and in federal courts. The practice group regularly litigates cases involving allegations by child complainants.

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    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) 285-2221.

    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 probationary partner.

    This guide provides a comprehensive desk reference for the Of Counsel relationship, and it would benefit any firm's library.

    Joseph J. Shutkin, U.W. 1952 - LLM (public law), serves as Of Counsel to Hall, Charne, Burce & Olson S.C., Milwaukee. He previously practiced law for 10 years in Jerusalem, Israel, and is a member of the Israeli and Wisconsin bars.

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    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 order here.

    Anita Evans is a technical systems software trainer at Thompson, Coe, Cousins & Irons LLP in Dallas, Texas. She has provided software training and support for law firms for 18 years. She holds a BA from the University of Texas at Dallas with an emphasis in legal and computer technology and a Paralegal Certificate from Southeastern Paralegal Institute.

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    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, (800) 285-2221.

    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 covered.

    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 work.

    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.

    Elizabeth Perry, U.W.-Parkside 2001, received an ABA Paralegal Certificate in 2003. She is a family law paralegal at Petrie & Stocking S.C., Milwaukee.

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    To Review a Book...

    The following books are available for review. Please request the book and writing guidelines from Karlé Lester at the State Bar of Wisconsin, P.O. Box 7158, Madison, WI 53707-7158, (608) 250-6127, org klester wisbar wisbar klester org.

    Publications and videos available for review

    • Guide to Marriage, Divorce & Families: Everything You Need to Know About the Law and Marriage, Domestic Partnerships, and Child Custody & Support, edited by Robert A. Stein (Chicago, IL: ABA, 2006). 240 pgs.
    • Guide to Winning in Small Claims Court, by Jeffrey A. Isaac (San Diego, CA: The Lawyer in Blue Jeans Group, 2006). 65 pgs.
    • Judge for Yourself: Clarity, Choice, and Action in Your Legal Career, by Miriam Bamberger Grogan & Heather Bradley (Chicago, IL: ABA, 2006). 100 pgs.
    • Just Silences: The Limits and Possibilities of Modern Law, by Marianne Constable (Princeton, NJ: Princeton Univ. Press, 2006). 232 pgs.
    • Smart Negotiating: It's a Done Deal, by John Patrick Dolan (Irvine, CA: Entrepreneur Press, 2006). 172 pgs.
    • Toward a Civil Griffin in Wisconsin: Equal Justice Under the Wisconsin Constitution, by John F. Ebbott, Kevin G. Magee, & Jack W. Ebbott (Milwaukee, WI: Legal Action Press, 2005). 200 pgs.

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