Advising Oregon Businesses: Vols. 1 & 2, 2017 Edition

Available for Preorder! Order Your Copy Today.

Advising Oregon Businesses provides the tools you need to assist your business clients in choosing and organizing a business entity. This must-have resource is written and edited by Oregon’s foremost business law lawyers. Volumes 1 and 2 have been completely revised to include new topics, 2017 legislation, and one new chapter on where to incorporate.

Highlights include:

  • Sole Proprietorships
  • General Partnerships
  • Limited Liability Partnerships
  • Limited Partnerships
  • Partnership Taxation
  • Tenancy in Common—An Alternative to Partnerships or LLCs
  • Limited Liability Companies
  • Procedural Steps of Incorporation
  • Business Records
  • Amendment of Articles and Bylaws
  • Income Tax Consequences of Incorporation
  • Subchapter S Taxation
  • Financing in General
  • Definition of a Security
  • Public Companies
  • Private Placement of Securities
  • Oregon Securities Law
  • Debt Financing
  • Venture Capital Financing
  • Government Financing of the Small Business
  • Shareholders’ Meetings; Voting; Proxies; and Voting Arrangements
  • Corporate Buy-Sell Agreements
  • Redemption or Purchase of Corporate Shares
  • Shareholder Derivative Actions
  • Inspection of Corporate Records
  • Powers, Duties, and Liabilities of Corporate Directors and Officers
  • Ethical Guidelines for the Business Lawyer
  • Dividends
  • Foreign Corporations in Oregon
  • Assisting an Extranational Corporation in Oregon
  • Cooperatives
  • Professional Corporations
  • Special Problems of Closely Held Businesses
  • Tax Aspects of Stock Redemptions and Nonliquidating Distributions
  • Corporate Liquidations
  • Introduction to Corporate Reorganizations
  • Acquisitive Corporate Reorganizations: Type A, B, and C Reorganizations
  • Corporate Separations—The D Reorganization
  • Type E and Type F Reorganizations
  • Type G Reorganizations
  • Cross-Entity Conversions and Mergers
  • Jurisdiction of Organization – NEW!

Order your copy today by visiting our online bookstore. You may also contact our CLE Service Center at (503) 431-6413 or 1-800-452-8260, ext. 413.

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Damages Book Wins ACLEA Award

OSB Legal Publications has once again been recognized for our commitment to publishing quality legal resources. We received an award for a book we released in 2016.

The Association for Continuing Legal Education (ACLEA) has selected Damages as the winner of its ACLEA’s Best Award of Outstanding Achievement in Publications. A plaque commemorating the award was presented at ACLEA’s Annual Meeting in Montreal, Quebec, Canada in August and is on display in the lobby of the OSB Center.

Of course, Legal Pubs couldn’t have created this highly informative and innovative book without the help of our three volunteer editorial board members Hon. Karsten Rasmussen, Rick Lee, and Heather Bowman.

Damages was designed to support Oregon attorneys in their role as litigator and advisor. Whether the attorney is a recent law grad or a seasoned attorney, there is something in here for them. This publication was made possible only through the extra­ordinary dedication and gratuitous contribution of time and talent offered by 50 Oregon attorneys. The accomplished attorneys who drafted each chapter offered their insights—starting with an over­view of the particular practice area or basis for money damages, and drilling down into the most relevant details that practicing attorneys are likely to encounter in their practice. The authors included practice tips and caveats where appropriate. Many authors also provided references to other resources, which are often helpful springboards when greater depth of understanding in a nuanced area of the law is necessary.

The authors who volunteered their time and talent on this publication and made an ACLEA award possible are Allen E. Eraut, Julie A. Smith, Joshua Sasaki, Megan McGuire, Laura C. Johnson, David Auxier, Ted Reuter, Bernard S. Moore, Samuel T. Smith, Joshua D. Stadtler, Jeffrey D. Munns, Nicholas E. Wheeler, James C. Edmonds, Jeffrey A. Trautman, Donald E. Templeton, Frederick H. Lundblade, III, Jennifer Middleton, Meredith Holley, Hon. Benjamin M. Bloom, Thomas M. Triplett, Keith S. Dubanevich, Nadine A. Gartner, W. Greg Lockwood, Carson D. Bowler, Michelle G. Rudd, Reilley D. Keating, Jay W. Beattie, Gavin W. Bruce, Emily S. Miller, D. Gary Christensen, Cody Berne, Robert Lane Carey, Lindsay L. Reynolds, Sarah M. Einowski, Jeff Bradford, Rima I. Ghandour, Erin E. Gould, Bryan P. Murphy, Justine Fischer, Thomas C. Peachey, Andrew J. Myers, Michael B. Hallinan, Sara Kobak, Jordan R. Silk, James Coon, Gordon T. Carey, Jr.

The editorial review board, authors, and in-house editors have produced a deskbook that is practical, comprehensive, and well-supported with citations to legal authorities. It filled an ever-present need for up-to-date information on the law of damages in a variety of areas of law. Because of the quality of the publication and its unique place in the market it has become an invaluable resource for Oregon lawyers.

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Assistant Disciplinary Counsel Opening

Were you the first to buy a copy of Oregon Rules of Professional Conduct Annotated when it came out last year? Is your copy of The Ethical Oregon Lawyer dog-eared? Then maybe this new opening at the Oregon State Bar is just the career move you’re looking for.

Assistant Disciplinary Counsel – Litigation

The Oregon State Bar is looking to fill the position that will provide counsel to the Bar in the evaluation, investigation, and, where appropriate, litigation through trial and appeal of ethics complaints made against Oregon lawyers.

Please visit http://www.osbar.org/osbcenter/openings.html for job details.

The Oregon State Bar is an Equal Opportunity Employer.

 

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Diversity & Inclusion Recruiting

The Oregon State Bar is seeking applicants for two positions in the Diversity & Inclusion Department. If you have a passion for diversity issues or know someone who does, check out these postings.

Diversity & Inclusion External Coordinator

The Oregon State Bar is looking to fill the position that will provide external support for the Director of Diversity & Inclusion and the department. This position serves as a representative and liaison on behalf of the department to external stakeholders who currently partner with the department.

Please visit http://www.osbar.org/osbcenter/openings.html for job details.

Diversity & Inclusion Internal Coordinator

The Oregon State Bar is looking to fill the position that will provide internal support for the Director of Diversity & Inclusion and the department. This position serves as a representative and liaison to internal stakeholders to the Diversity Action Plan.

Please visit http://www.osbar.org/osbcenter/openings.html for job details.

The Oregon State Bar is an Equal Opportunity Employer.

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OSB Seeks Admissions Manager

OSB Seeks Admissions Manager

The Oregon State Bar is looking to fill the position that will perform the functions of the Executive Director of the Board of Bar Examiners (BBX) as set forth in the Rules for Admission. This position will provide administrative, management, and staff support for the Admissions Department of the Oregon State Bar (OSB), in compliance with BBX directives and within policy guidelines applicable to OSB departments.

Please visit http://www.osbar.org/osbcenter/openings.html for job details.

The Oregon State Bar is an Equal Opportunity Employer.

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Damages, 2016 Revision

Available Now!

Damages will help you:

  • Evaluate a case quickly and competently.
  • Analyze both plaintiff and defense strategies in damage claims.
  • Determine the types of damage awards and remedies available to your client.

From compensatory damages to punitive damages to nonmonetary remedies, the award of damages is what brings your client to the civil courtroom. Damages is your essential resource to determine the types of damage awards and remedies that may be available to your client.

Table of Contents:

  1. Compensatory Damages
  2. Nominal Damages
  3. Punitive Damages
  4. Pain and Suffering
  5. Mental Distress
  6. Loss of Earnings and Earning Capacity
  7. Medical Expenses
  8. Impaired Living Capacity
  9. Contributory Negligence and Comparative Fault
  10. Loss of Service
  11. Wrongful Death
  12. Defamation and Invasion of Privacy
  13. Civil Rights and Employment Discrimination
  14. False Imprisonment
  15. Interference with Contractual and Business Relations
  16. Securities Laws
  17. Physical Injury To or Loss of Chattels
  18. Dispossession of Personal Property
  19. Invasions of Real Property, Including Environmental Damage
  20. Condemnation
  21. Tortious Injury to Property in Admiralty
  22. The Standard Fire Insurance Policy and other Direct-Loss Policies
  23. Contracts for the Sale of Goods
  24. Employment Contracts
  25. Construction Contracts
  26. Land Sale Contracts
  27. Special Damages for Breach of Contract
  28. Loss of Profits
  29. Liquidated Damages
  30. Attorney Fees and Costs
  31. Prejudgment Interest
  32. Mitigation of Damages
  33. Collateral Benefits and the Collateral-Source Rule
  34. Additur and Remittitur

Order your copy today by visiting our online bookstore.  You may also contact our CLE Service Center at (503) 431-6413 or 1-800-452-8260, ext. 413.

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OSB Seeks OLF Assistant Director

Assistant Director—Oregon Law Foundation and Legal Services Programs

The Oregon State Bar is looking to fill the position that will work with the Director to achieve the objectives of the Oregon Law Foundation (OLF), the Legal Services Programs (LSP), and other access to justice initiatives. If this position speaks to your passion and experience, we encourage you to apply.

Please visit http://www.osbar.org/osbcenter/openings.html for job details.

The Oregon State Bar is an Equal Opportunity Employer.

 

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Oregon Real Estate Deskbook Wins Award

OSB Legal Publications has once again been recognized for our commitment to publishing quality legal resources. We received an award for a book we released in 2015.

The Association for Continuing Legal Education (ACLEA) has selected Oregon Real Estate Deskbook as the winner of its ACLEA’s Best Award of Outstanding Achievement in Publications. A plaque commemorating the award was presented at ACLEA’s Annual Meeting in Seattle, Washington in August and is on display in the lobby of the OSB Center.

Of course, Legal Pubs couldn’t have created this highly informative and innovative book without the help of our many volunteer editorial board members (in bold) and authors: Thomas E. Bahrman, Dustin R. Klinger, Andrew I. Davis, Dina E. Alexander, Peter R. Jarvis, Lee Aronson, Patricia A. Ihnat, C. Cleveland Abbe, Dean P. Gisvold, Jonathan M. Radmacher, Michael G. Magnus, Michelle D. Da Rosa, Robert W. Wilkinson, Amy Heverly, Damien R. Hall, Mark A. Manulik, Paul B. Barton, John B. Benazzi, Rebecca S. Schwarzkopf, Don G. Carter , Jeffrey S. Davis, Benjamin Leedy, Thomas S. Hillier, Christopher R. Ambrose, John A. Lusky, Jonathon L. Goodling, Valerie Athena Tomasi, Marisol Ricoy McAllister, Eleanor A. DuBay, Cody Hoesly, Steven A. Moore, Barry L. Groce, Bennett H. Goldstein, Brent Summers, Jason Alexander, Mike G. Halligan, Rich Canaday, Ryan Nisle, James M. Walker, Charles M. Greeff, Mike Silvey, Jeremy Bader, Thomas S. Smith, Kimberly McCullough, Richard Bailey, Robert W. Wilkinson, Jacob A. Zahniser, P. Stephen Russell III, Rebecca Biermann Tom, Howard M. Feuerstein , Steven F. Hill, Hong N. Huynh, Jennie Bricker, David E. Filippi, Kirk B. Maag, Jerry R. Fish, Eric L. Martin, Christopher C. Criglow, Greg Fullem, Richard Allan, Phillip E. Grillo, Lauren E. Johnson, Phillip C. Querin, William D. Miner, Kathleen L. Wilde, Clifton Molatore, Jeanne Kallage Sinnott, David W. Hercher, John Casey Mills, Teresa H. Pearson, William H. Caffee, Ann E. McQuesten, Jim L. Guse, Ronald A. Shellan, Jeneé (Gifford) Hilliard, John H. Gadon, Adam C. Kobos, Eric J. Kodesch, William F. (Fritz) Paulus, Edwin C. Perry, Neil N. Olsen, Sean M. Mazorol, Jill S. Gelineau, Marilyn Moylan Wall, Harold D. Gillis, Alexandra E. Sosnkowski, Robert R. Griffith, Alec J. Shebiel, and Michael H. McGean. Thanks to all of you for your hard work and dedication to this volunteer effort.

For many years, the Oregon State Bar published a loosely related series of real estate books, each published at different times, with different editorial boards, and with a different focus. In addition, we published a book titled Foreclosing Security Interests, which included real estate foreclosure topics.

In late 2012, we assembled a new editorial board interested in a complete reorganization of the series into a comprehensive multi-volume deskbook designed to meet the evolving needs of Oregon real estate attorneys. The editorial board represented a cross-section of the varied practice areas within real estate law. The board members reviewed all of the existing chapters of the real estate series as well as the Foreclosing Security Interests chapters. They identified topics that were covered in different ways in multiple chapters of the existing series and combined them; identified several topics that were no longer relevant and eliminated those chapters; determined that there were 11 additional topics not covered before that needed to be added; and logically organized the 66 chapters based on the order in which they would likely be encountered by the practitioner.

Oregon Real Estate Deskbook was designed to support Oregon attorneys in their role as legal counselor in real estate transactions where nonlawyers are increasingly playing a leading role. Whether the attorney is a recent law grad or a seasoned attorney, there is something in here for them. This publication was made possible only through the extra­ordinary dedication and gratuitous contribution of time and talent offered by over 90 Oregon attorneys. The accomplished attorneys who drafted each chapter offered their insights—starting with an over­view of the particular practice area and drilling down into the most relevant details that practicing attorneys are likely to encounter in their practice. The authors included forms and practice tips where appropriate. They also provided references to other resources, which are often helpful springboards when greater depth of understanding in a nuanced area of the law is necessary.

Oregon Real Estate Deskbook is available on BarBooks™ to all Oregon Bar members or for purchase in print at the Bar’s online bookstore.

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OSB Resumes Search for Director of Diversity & Inclusion

The Oregon State Bar is looking to fill the position that will provide leadership and oversight for the OSB’s initiatives and programs to advance diversity and inclusion within the legal profession. If this position speaks to your passion and experience, we encourage you to apply.

Please visit http://www.osbar.org/osbcenter/openings.html for job details.

The OSB is an Equal Opportunity Employer.

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Damages (2016 Revision): Later, but Better

by Dean Land, Legal Publications Attorney Editor

During our editing process here in the OSB Legal Publications Department, it’s not uncommon for the Oregon appellate courts to issue an opinion that affects the book that we’re working on. Sometimes, the effect is limited to a minor issue in one or two chapters. Other times, the effect is much broader (like when State v. Gaines, 346 Or 160 (2009), came down just as we were finishing Interpreting Oregon Law). Although it may delay publication, we’d much rather have such a case come down during the editing process than after we go to print. That way, instead of having a book that is immediately outdated, we can make the required edits and provide the Bar an up-to-date legal resource.

As we approach our deadline for the 2016 edition of Damages, the Oregon Supreme Court has indulged us once again, this time by issuing its opinion in Horton v. OHSU, 359 Or 168 (May 5, 2016). In a lengthy decision (140 pages in the Advance Sheets, including concurring and dissenting opinions), the court altered its interpretation of two provisions of the Oregon Constitution and, in doing so, overruled two significant prior decisions.

Before Horton, the court’s analysis of the Remedy Clause of Article I, section 10, was governed by Smothers v. Gresham Transfer, Inc., 332 Or 83 (2001). Under Smothers, the court asked whether Oregon common law, as it stood in 1857 (when the Oregon Constitution was drafted), recognized a cause of action for the plaintiff’s alleged injury. If so, then the Remedy Clause required a constitutionally adequate remedy for that injury. Horton overruled Smothers and disavowed the bright-line rule that protected common-law causes of action that existed in 1857 but offered no protection for causes of action that did not exist in 1857. In place of the Smothers methodology, the court created a framework that considers “the extent to which the legislature [in altering a common-law remedy] has departed from the common-law model measured against its reasons for doing so.” Horton, 359 Or at 220.

Horton also changed the analysis of Article I, section 17, which protects the right to a jury trial in civil cases. Under Lakin v. Senco Products, Inc., 329 Or 62, modified, 329 Or 369 (1999), if Oregon common law in 1857 recognized a cause of action, then Article I, section 17, prevented the trial court from reducing a jury verdict. Thus statutory caps on damages, such as those of the Oregon Tort Claims Act, were inapplicable to those causes of action. Horton overruled Lakin, deciding instead that Article I, section 17, guarantees only a procedural right to a jury for causes of action recognized by Oregon common law in 1857. It does not impose any substantive limits on the legislature’s authority to limit damages for a claim.

Horton affected seven chapters in Damages and required a bit of scrambling on our part. Our in-house editors read the opinion, revised the affected chapters, and sent them back to the authors and the editorial review board for approval and any additional changes. (One exasperated author commented that Horton came down just as he was beginning to understand Smothers.) In the end, though, the new edition of Damages will be more helpful to practitioners because it includes the changes wrought by Horton. Thanks to all our authors and the editorial review board for the extra effort!

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