Vol. 76, No. 11, November
Election Law Primer
for Corporations, 3d Ed.
By Jan Witold Baran (Chicago, IL: ABA Business Law Section,
2002). 280 pgs. $54.95. Order, (800) 285-2221.
Reviewed by Mike Lamb
The Primer offers quick access to federal election law
governing political activity by a corporation, with a nod to state laws.
The work covers prohibited activity, political action committees,
political communications, lobbying, tax considerations, and more.
As its title promises, this work renders a complex regulatory scheme
as a set of simple rules. For example, readers will learn that a
corporation's political action committee's "statement of Organization
... must incorporate the full, official name of the supervising
corporation, including such abbreviations as 'Inc.' and 'Corp'."
However, readers also will be alerted to several unsettled areas of law
and given the means to delve deeper to solve more complex problems. Each
chapter provides numerous citations to regulations and agency and
Originally a pamphlet for laypersons, this third edition retains an
unadorned style, as it stretches for the lawyer as well. The
Primer reads like a series of pamphlets with its nine narrative
chapters consuming only 67 pages. The remainder - appendices packed with
useful forms and numerous Web sites - meets the needs of a practitioner
seeking greater depth. The addition of a CD-ROM (containing the
appendices with Internet links) could make this volume even more
The Primer notes the most recent reforms effective in
November 2002. However, with constitutional litigation still underway
and other areas of law unsettled, the author contemplates ongoing
developments will require a fourth edition well before the 2004
Given the author's distinguished career, readers would welcome
real-life stories and insights on the competing interests and
philosophies concerning corporate political activity. The author could
season this worthy resource with a valuable perspective on the
philosophy behind campaign finance reform, the evolution of the law, and
constitutional implications in restrictions on political activity by
Homeland Security Statutes
Edited by Government Institutes Research Group (Rockville,
MD: Government Institutes, 2003). 600 pgs. $89. Order, (301)
Reviewed by Natalia C. Walter
Homeland Security Statutes is a paperback compilation of
statutes passed by the U.S. Congress between Oct. 26, 2001 and Nov. 26,
2002. The 614 pages include the October 2001 USA
PATRIOT Act (Short Title: "Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism") and the Homeland Security Act of 2002, which completely
reorganized numerous federal agencies, as well as six other statutes
related to terrorism and national security. Even a quick review of the
table of contents shows how far-reaching these new laws are in
broadening government access to a wide range of information (educational
records, electronic communications, voice mail, library records), as
well as vastly increasing government authority to intercept
communications and detain suspects without bond.
This book had promised to be a handy reference tool, its small size
fitting nicely into a briefcase. Unfortunately, its organization is
confusing and inadequate for either legal research or courtroom use. The
statutes are not arranged in chronological order, and the pages fail to
indicate section numbers, making it difficult to tell which part of
which statute one is reading. The whole collection appears to have been
hurriedly downloaded, with no useful subject index and no
cross-referencing of the numerous sections of law that these statutes
modify or replace. The compilation contains no introduction or preface;
thus it is unclear whether this is a complete collection of
terrorism-related laws or merely one editor's sampling.
More useful for practitioners would be a red-lined version of the
affected statutes, with cross-referencing and a meaningful index. The
gravity of the subject matter demands a more rigorous examination of
homeland security laws and the many civil liberties implicated.
Reporting Duties of Corporate Attorneys: SEC
Rules and Explanations
By James Hamilton & Ted Trautmann (Riverwoods, IL: CCH
Inc., 2003). 76 pgs, $39. Order, (800) 248-3248
Reviewed by Erik R. Guenther
The Sarbanes-Oxley Act may be the most significant piece of
legislation affecting corporate governance and financial disclosure
requirements since the U.S. securities laws of the early 1930s. This
book assists attorneys in understanding their reporting obligations when
appearing before the Securities and Exchange Commission, as mandated by
Sarbanes-Oxley Act section 307. The authors provide an easy-to-read
reference guide that offers an explanation of these rules, with
references to legislative comments, and they also provide a complete
text of the final reporting rules. The book serves as an excellent quick
reference guide to the recent reporting responsibilities when
representing clients and appearing before the SEC.
An interesting section of the book is a description of the history of
section 307 and the controversy surrounding its development. The rules,
which took effect on Aug. 5, 2003, require attorneys to report "up the
ladder" of the corporation if they find evidence of a material
securities violation by the company or any of its directors, officers,
or employees. The rules were designed to improve the accuracy and
reliability of corporate disclosure to increase confidence in the
securities markets. The rules cover attorneys who provide legal services
to a company and have notice that documents that they are preparing will
be filed or submitted to the SEC. The authors provide details as to the
responsibilities of foreign attorneys, subordinate and supervisory
attorneys, and corporate counsel, including a company's chief legal
The book also discusses difficult situations in representation, such
as when the individual to whom the attorney provides evidence regarding
a possible material violation fails to take appropriate action or any
action at all. The obligations of an attorney who works for a nonpublic
subsidiary of a publicly-traded company also are discussed. Relevant
terms such as the "reasonably likely" standard and "material violation"
are defined and described effectively. However, the interplay between
attorney-client privilege, an attorney's obligation for candor before
the SEC, and the responsibility to the corporate entity as the client is
interwoven throughout the text but is not as directly addressed as it
warrants. For example, additional discussion of the major objections to
the Act based on attorney-client privilege would have been worthwhile in
providing an overall sense of the conflict in drafting section 307.
The book also reviews the rule permitting companies to establish a
qualified legal compliance committee (QLCC) as an alternative procedure
for reporting evidence of a material violation. Other issues that are
discussed include the "policing authority" of the SEC, under what
circumstances a covered attorney is authorized to reveal confidences
directly to the SEC, "safe harbor" provisions, the lack of a private
right of action under Sarbanes-Oxley, and sanctions for violations of
the Act. Other informative topics focus on proposed rules that were
This book is a good primer on the reporting responsibilities of
corporate attorneys. It provides clear guidance to assist attorneys and
corporate counsel in understanding the basis and extent of their
reporting obligations while serving their clients in securities law.
While it is a useful reference for attorneys to begin their inquiry into
these issues, attorneys who frequently handle securities law issues may
find a more in-depth analysis necessary.
Romantics at War: Glory and Guilt in the Age
By George P. Fletcher (Princeton, NJ: Princeton Univ. Press,
2002). 224 pgs. $24.95. Order, (609) 258-5714.
Reviewed by Thomas Gilligan
September 11 has brought remote lands closer and made dated issues
timely. We find ourselves, in this new "Age of Terrorism," confronted by
difficult questions about war, crime, punishment, and guilt. George P.
Fletcher, a jurisprudence professor at Columbia University, claims that
Romanticism can help resolve those questions. He attempts to answer
these questions through a revival of Romanticism, a philosophical and
literary movement that identified grand causes, honor, and nationalism
at the center of ideas about glory and guilt. Romanticism was apparently
an 18th-century reaction to the rationalism that characterized
Classicism and the Enlightenment. Unfortunately, my lack of familiarity
with these movements and their foundations made reading Romantics at
War a struggle.
Fletcher's presumptiveness is his weakness. He interweaves his
arguments with philosophical or historical references that most readers
will not appreciate, let alone recognize. For example, the casual reader
is unlikely to remember the significance of Paul Ricouer's work in the
Symbolism of Evil or appreciate the allusions to the linguist
Benjamin Lee Whorf. During these confusing times, few can afford
erudition for its own sake. Fletcher also has a tendency to lure the
reader into thinking that a definitive conclusion is building or that an
argument is being advanced, when in fact his arguments and examples move
in fits and starts to the point of confusion. It is distracting and
counterproductive to pepper a chapter with dozens of discrete
historical, legal, or philosophical references, when just a few would
serve the purpose.
However, Fletcher almost makes the book worth reading when he vividly
illustrates his meandering arguments with historical references. For
example, during World War II, eight German spies invaded the United
States. Though few may remember, the spies were subsequently arrested,
tried, and executed. Fletcher uses the example to parallel issues of
current debate - whether to treat spies as unlawful combatants or
prisoners of war, whether to try them before a military tribunal or a
civilian court, how to address treason. These examples underscore the
difficulties of reconciling war and crime, particularly when we are
living in what has been characterized as a new era of warfare.
While it is unlikely that Romantics at War "will change how
we think not only about world events, but about the conflicting
individualist and collective impulses that tear at all of us," as the
jacket cover grandly predicts, it does provide historical and
philosophical reference to understand and appreciate the concepts of
guilt and glory in an era of unconventional war.
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, firstname.lastname@example.org.
Publications and videos available for review
- ALI-ABA's Practice Checklist Manual for Drafting Leases IV:
Checklists, Forms, and Drafting Advice, edited by Mark T. Carroll
(Philadelphia, PA: ALI-ABA, 2003). 223 pgs. CD-ROM.
- Bring on Goliath: Lemon Law Justice in America, by Vince Megna
(Tucson, AZ: Ken Press, 2004). 221 pgs.
- Legal Cases of the Civil War, by Robert Bruce Murray
(Mechanicsburg, PA: Stackpole Books, 2003). 352 pgs
- Medical-Legal Aspects of Pain and Suffering, by Patricia W. Iyer
(Tucson, AZ: Lawyers & Judges Publishing Co., 2003). 544
- Terrorism Freedom & Security: Winning Without War, by Philip
B. Heymann (Cambridge, MA: The MIT Press, 2003). 286 pgs.
- Toxic Mold Litigation, by Raymund C. King (Chicago, IL: ABA Tort
Trial & Insurance Practice Section, 2003). 196 pgs.
- Winning on Appeal: Better Briefs & Oral Argument, by Hon.
Ruggero J. Aldisert (Notre Dame, IN: NITA, 2003). 400 pgs.