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New BNA Portfolios Provide Guidance on Rendering Third-Party Legal Opinions in Commercial Transactions and Handling Shareholder Proposals

NEWS RELEASE

Contact:
Bob Fuchs, Marketing Manager
BNA Legal and Business Publishing Group
202-452-4125 / bfuchs@bna.com

WASHINGTON, D.C., January 25, 2006 -- Two new portfolios have been added to BNA's Corporate Practice Library, a comprehensive print and Web-based information service designed to provide corporate counsel with in-depth analysis and practical materials relating to areas of the law that frequently require attention by in-house counsel.

Third-Party Legal Opinions, which has been added as Portfolio No. 82, discusses legal opinions in letter form that are addressed to someone other than the lawyer's client. The portfolio discusses the custom and practice for giving and receiving such opinions in negotiated commercial transactions. The purposes and typical structure of the opinion letter are explained, as are some of the standard paragraphs that appear in such opinion letters.

Worksheets in the portfolio include sample opinion letters, American Bar Association Guidelines for such opinions, applicable Model Rules of Professional Conduct, and pertinent excerpts from the Restatement of the Law, Third, The Law Governing Lawyers.

The authors of the third-party legal opinions portfolio are Morton Moskin, Esq., White & Case LLP, New York, and E. Carolan Berkley, Esq., Ballard Spahr Andrews and Ingersoll, LLP, Philadelphia , who are both experts on the custom and practice of third-party legal opinions.

Shareholder Proposals, which has been added as Portfolio No. 83, examines the mechanics of Securities Exchange Act Rule 14a-8—the rule that is triggered when a shareholder submits a proposal to a corporation seeking to have it included in the corporation's proxy materials and voted on at the annual meeting of shareholders. The portfolio discusses who is eligible to submit a shareholder proposal and what the procedures are for doing so. The portfolio then discusses the process whereby the corporation can request a no-action letter and the procedural and substantive grounds corporations may rely on when seeking to exclude a proposal from its proxy materials. The portfolio also discusses the organizations and individuals that are the most active concerning shareholder proposals.

Worksheets in the portfolio include the Securities and Exchange Commission releases concerning Rule 14a-8 since it was initially adopted, as well as the Division of Corporation Finance Staff Legal Bulletins that have been issued concerning shareholder proposals.

The authors of the shareholder proposals portfolio are Keir D. Gumbs, Esq., Covington & Burling , Washington , D.C., Alonzo L. Llorens, Esq., and Glenn A. Brown, Esq., Womble Carlyle Sandridge & Rice, PLLC, Atlanta, and Vincent W. Mathis, Esq., The AES Corporation, Arlington, Virginia . The authors have had substantial experience processing no-action letter requests at the Securities and Exchange Commission, as well as working on issues involving shareholder proposals for various corporations.

BNA is the largest independent publisher of nonpartisan news and information in Washington , D.C. In business for more than 70 years, BNA's print and electronic products address a full range of legislative, government, and economic developments in daily, weekly, and monthly reports and in up-to-date reference libraries. BNA publications are widely recognized for their comprehensive and objective coverage and analysis, drawing on the expertise of hundreds of editors, reporters, and national and international correspondents. BNA has over 1400 employees and is the oldest wholly employee-owned company in the United States.

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For additional information, contact:

Bob Fuchs, Marketing Manager
BNA Legal and Business Publishing Group
202-452-4125
bfuchs@bna.com