News from Gallop, Johnson & Neuman

Automatic Enrollment. Individuals who become participants in a 401(k) plan because of an automatic enrollment feature may be automatically enrolled with Roth rather than pre-tax 401(k) contributions. The plan document must specify whether contributions made for automatically enrolled participants will be Roth or pre-tax contributions.Plan sponsors that wish to implement Roth contributions in 2006 for defined contribution plans must amend their plans to permit such contributions, pursuant to Revenue Procedure 2005-66. People who seek additional information about the Roth 401(k) guidance may contact GJN’s Thomas H. Mug or Mitchell A. Gibson at 314.615.6000.

Commercial Lending Alert Available from GJN
References Lender Liability Concerns

John P. Walsh, chairman of GJN’s Business Services Department and the Commercial Finance Practice Group, has produced a “Commercial Lending Alert” for review by banking and other executives involved with commercial lending.Lender liability litigation historically has been a major concern of financial institutions. In 2004, the Missouri legislature passed a new statute, §432.047, applicable to commercial financial transactions. In light of the above, John recommends that lenders carefully review their loan document forms, especially for the following matters:

All loan commitment or proposal letters, loan agreements, promissory notes, security agreements and mortgages used in commercial transactions should have the new warning language required by §432.047 to assure that Missouri's broader no-oral-loan-agreement statute will be applied to the lender's commercial loans.
Lenders should consider including conspicuous, unambiguous jury trial waiver provisions in all lending-related documents.
Even though there are no Missouri cases interpreting one-way arbitration in a commercial lending setting, if lenders wish to use provisions (for, among other reasons, lessening the potentiality of class action lawsuits arising out of a lending policy of the financial institution), lenders should also include a back-up provision, in the event that the arbitration provision is held to be unenforceable, that would require the parties to waive the right to trial by jury.In general, Missouri courts have shown a tendency to enforce commercial contracts, such as loan agreements, exactly as written. People who wish to review the “Commercial Lending Alert” may click here or contact John P. Walsh at 314.615.6000.

Cynthia C. Bottini, Andrew D. Dillon & David J. Massa
Elected New Partners at GJN

Cynthia practices in GJN’s Tax & Estate Planning Practice Group. She focuses in areas of tax, estate planning, financial planning services and tax compliance. Cynthia has prior experience as tax manager with a Big Five accounting firm. Today, she serves GJN clients in areas of business succession planning, wealth preservation planning, trusts, estate administration and charitable planning. She earned an LL.M. - Taxation and a J.D. degree from Washington University School of Law, and a B.S.B.A. with honors from the University of South Dakota. Cynthia is a member of The Missouri Bar and The Bar Association of Metropolitan St. Louis.
Andy practices in the areas of commercial litigation and product liability defense. He focuses on matters related to commercial real estate, breach of contract, franchise termination, non-compete agreements, shareholder disputes, lender liability claims and insurance issues. He also represents manufacturers of industrial and consumer products in toxic tort cases and product liability claims. Andy earned a J.D. degree with honors from Washington University School of Law and a B.A. with honors from Coe College. He practices in Missouri and Illinois and is a member of The Bar Association of Metropolitan St. Louis.David focuses on corporate compliance and defense, healthcare, commercial and government contracting, litigation and government regulation. His litigation expertise includes investigation, mediation, arbitration, trial and appeal. He represents clients in aerospace, chemicals, construction, education, healthcare, manufacturing, pharmaceuticals, services contracting and transportation. David earned a J.D. degree from Yale Law School and a B.A. in Economics magna cum laude from Washington University in St. Louis. He is a member of The Missouri Bar, The Bar Association of Metropolitan St. Louis, The Illinois State Bar Association and the American Bar Association.
GJN Expands Intellectual Property Group
With IP Attorneys in St. Louis & Washington, D.C.

GJN's growth continues with the addition of John W. Kepler III, a respected intellectual property attorney whose practice focuses on Intellectual Asset Management. He joined the law firm's Intellectual Property Group in November. Cathy J. Futrowsky, an IP attorney who works closely with Mr. Kepler, also joined GJN in November. Cathy is based in Washington, D.C. and will work there as of counsel for GJN.John focuses on a fast-growing area of intellectual property law that helps clients with identification, procurement, transfer and protection of brands, inventions and other original creative work. He is licensed to practice before the U.S. Patent & Trademark Office. His clients include companies in biological, electrical, financial, Internet services, industrial machinery, software and consumer goods. Since 1991, John has been an adjunct professor at the Washington University School of Law in St. Louis. He is the author of articles for legal and business publications, and he lectures on IP issues at legal seminars and professional meetings. John earned a J.D. degree from Suffolk University and a B.S. in mechanical engineering from Purdue University.Cathy represents clients in all aspects of IP and technology protection law. As a registered patent attorney, she has prosecuted patents before the U.S. Patent & Trademark Office and other venues. She earned a J.D. degree from Washington University School of Law and a B.S. in chemical engineering from Cornell University.Sherry Roussin, a paralegal who works closely with Mr. Kepler and Ms. Futrowsky, also joined GJN in November.

Stop the Presses – GJN & Printing Industries of St. Louis
Present “2006 Legal Update”

Topics of legal concern for owners and executives in the printing industry were addressed in a special forum on February 13 hosted by GJN with Printing Industries of St. Louis, the region’s leading graphics trade association.Printing executives from Missouri and Illinois who attended heard these topical presentations:

“Environmental Issues Affecting the Printing Industry” presented by GJN’s John W. Traeger, who concentrates his practice in areas of environmental, administrative and corporate law with extensive experience dealing with federal, state and local environmental regulatory authorities.

“Employee Privacy: Should Big Brother Be Watching?” presented by GJN’s Robert S. Seigel, who practices labor law representing management before the National Labor Relations Board and other labor regulatory agencies in collective bargaining negotiations, labor arbitrations and in union avoidance campaigns.

“Business Succession Planning Issues & Exit Strategies” presented by Sanford S. Neuman, a founding partner of GJN who represents corporations and owners of closely held corporations in various tax-related transactions, including tax-free exchanges of real estate and executive compensation planning.Printing Industries of St. Louis, Inc. serves printing and graphic arts industries in eastern Missouri and southwest Illinois, including 163 member firms. People who seek details about the “2006 Legal Update” for the printing industry may contact John W. Traeger at 314.615.6000.

Eleven GJN Attorneys Selected as “SuperLawyers®”
By “Law & Politics” Magazine

Eleven attorneys at GJN have been identified as “Super Lawyers®” in an independent research poll conducted by “Law & Politics” magazine for its companion publication “Missouri/Kansas Super Lawyers” ( www.superlawyers.com).
GJN attorneys identified as “Super Lawyers” in the magazine’s 2005 poll of active attorneys in Missouri and Kansas practice in diverse areas of law at the firm. They include:

Kathie B. Dudley
Jeffrey B. Hunt
Bradley G. Kafka
John W. Kepler, III
Thomas G. Lewin
Thomas H. Mug
Sanford S. Neuman
Stephen W. Skrainka
John P. Walsh
Marvin O. YoungThomas J. Campbell, GJN managing partner, said, “We are honored when attorneys at our firm are recognized as ‘Super Lawyers’ by their peers in the legal profession across Missouri and Kansas as it reflects our commitment to render high quality legal services in all of our practice areas.”The “Super Lawyers” list is designed to identify attorneys who have attained a high degree of peer recognition and professional achievement, according to research guidelines published by “Law & Politics.”

Department of Labor Issues
Final USERRA Regulations and Notice

On December 19, 2005, the U.S. Department of Labor (DOL) published final regulations interpreting the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), which is the federal law that establishes employment and benefit rights for individuals who leave their jobs to perform military service. Additionally, the DOL published final regulations regarding the employer notice obligations under USERRA. The regulations are the first “final” regulations issued clarifying USERRA and became effective January 18, 2006.The regulations provide guidance on obligations and rights under USERRA, including how USERRA prohibits discrimination and retaliation because of military service, prevents employment disadvantages due to military service, and allows service members time to report back to work following military service. Among the specific rights and obligations provided by USERRA:

Notice Requirements
Intent to Return

Reemployment

Five-Year Limitation

Continued Health Coverage
Healthcare Upon Reemployment
Retirement Plan Participation, Vesting and Accruals
Elective Deferral Contributions
Employee Notice of USERRA RightsPeople who seek information about USERRA final regulations or who have questions regarding military service and employees may contact GJN attorney Chad A. Horner at 314.615.6000.

LOOKING AHEAD

Has your company decided what documents are important to the operation of the business? Do you know whether the records are paper or electronic or both? Could you find them easily if asked to retrieve them? Do you know the legal requirements, including regulatory, for retention? Do you have business requirements for retention? Do you have policies and procedures to ensure required retention and, when appropriate, complete destruction?

In the wake of corporate "obstruction of justice" debacles, new requirements are emerging for corporate risk management, including document retention requirements. GJN attorneys help clients manage risks involved in conforming to a range of legal mandates, including EPA, FDA, OSHA, EU, and SEC. Throughout 2006 this newsletter will provide some tips for corporate liability risk management. Since document retention policies and procedures are the linchpin for a sound corporate risk management program, GJN will include some suggestions for document retention policies and procedures.