2025-04-22T10:28:20-05:00 2024-06-30 420714325 RSM US LLP 919 EAST MAIN STREET SUITE 1800 RICHMOND VA 23219 990 2023-07-01 464342171 WORKING GROUP ON LEGAL OPINIONS FOUNDATION WORK 8884699456 301 N MARKET STREET 1414 WILMINGTON DE 19801 TIMOTHY G HOXIE PRESIDENT & BOARD CHAIR 8884699456 2025-04-22 1 1 MEREDITH BELL P01696827 8042822121 2025-04-22 2023 2025-03-06 01:10:19Z TIMOTHY G HOXIE 301 N MARKET STREET 1414 WILMINGTON DE 19801 305591 0 X WWW.WGLO.NET X 2013 DE THE MISSION IS TO BRING TOGETHER ALL CONSTITUENCIES CONCERNED WITH GIVING AND RECEIVING LEGAL OPINIONS IN ORDER TO FOSTER A NATIONAL OPINION PERSPECTIVE, BROADEN THE CONSENSUS THAT EXISTS AND PROVIDE A CONTINUING FORUM FOR DISCUSSION OF OPINION ISSUES. 27 27 0 40 0 0 0 0 226500 285000 4591 20591 0 0 231091 305591 0 0 0 0 0 0 0 0 0 175373 179436 175373 179436 55718 126155 1035481 1157245 17560 12531 1017921 1144714 X THE MISSION IS TO BRING TOGETHER ALL CONSTITUENCIES CONCERNED WITH GIVING AND RECEIVING LEGAL OPINIONS IN ORDER TO FOSTER A NATIONAL OPINION PERSPECTIVE, BROADEN THE CONSENSUS THAT EXISTS AND PROVIDE A CONTINUING FORUM FOR DISCUSSION OF OPINION ISSUES. 0 0 SEMINARS - THE FALL 2023 AND SPRING 2024 SEMINARS OF THE WORKING GROUP ON LEGAL OPINIONS FOUNDATION ("WGLO") HAD BROAD AGENDAS. PROGRAMS OF NOTE INCLUDED: (1) THIRD-PARTY LEGAL OPINIONS AND NEGATIVE ASSURANCE LETTERS TO UNDERWRITERS COVERING INTELLECTUAL PROPERTY ISSUES; (2) UCC DIGITAL ASSETS AMENDMENTS: CHOICE OF LAW RULES AND OTHER PRACTICAL IMPLEMENTATION GUIDANCE; (3) CLOSING OPINIONS FOR BUSINESS TRUSTS AND COMMON LAW TRUSTS; (4) RECENT OPINION DEVELOPMENTS; (5) TAKEAWAY: REPRESENTATIONS AND OPINIONS - OBSERVATIONS AFTER THE BANDERA AND WILLIAMS CASES; (6) PERSISTENT OPINION PITFALLS; (7) THE PROGRESS OF THE ENFORCEABILITY TASK FORCE PROJECT; (8) THE CORPORATE TRANSPARENCY ACT AND THIRD-PARTY LEGAL OPINIONS; (9) CURRENT ETHICS ISSUES AFFECTING OPINION PRACTITIONERS; (10) CURRENT DELAWARE DEVELOPMENTS RELEVANT TO DELAWARE AND NON-DELAWARE OPINION PRACTICE; (11) CURRENT CAPITALIZATION OPINION PRACTICE; (12) OPINION LETTER DILIGENCE PRACTICES; (13) TAKEAWAY: CONTEXT AND CUSTOMARY PRACTICE; (14) PERSISTENT OPINION PITFALLS; (15) NEXT STEPS ON ADOPTION OF THE GOOD PRACTICE PRINCIPLES FOR CROSS-BORDER LEGAL OPINIONS AND RELATED INITIATIVES; (16) CURRENT ETHICS ISSUES AFFECTING OPINION PRACTITIONERS: USE OF GENERATIVE ARTIFICIAL INTELLIGENCE IN CLIENT MATTERS. WEBINARS - WGLO CONDUCTED ONE WEBINAR DURING THE YEAR. THE TOPIC WAS: REVIEWING THE 2023 AMENDMENTS TO THE DELAWARE GENERAL CORPORATION LAW AND ALTERNATIVE ENTITY ACTS FROM A PRACTITIONER'S PERSPECTIVE. SEMINARS - WGLO CONDUCTS SEMINARS ON QUESTIONS RELATING TO THIRD PARTY LEGAL OPINION PRACTICE AND RELATED AREAS. ATTENDANCE IS ORDINARILY ABOUT 125. MEMBERS ARE ENTITLED TO DESIGNATE ONE ATTENDEE FOR EACH SEMINAR. WGLO'S MEMBERSHIP INCLUDES LAW FIRMS, BAR ASSOCIATIONS AND OTHERS INTERESTED IN LEGAL OPINION PRACTICE IN BUSINESS LAW, REAL ESTATE, MUNICIPAL BOND, INTERNATIONAL, TAX AND OTHER AREAS FROM ACROSS THE COUNTRY. AS A RESULT, THE WGLO SEMINARS PROVIDE A PROPER SETTING TO DEBATE SIGNIFICANT ISSUES INVOLVING LEGAL OPINION PRACTICE.EDUCATION ABOUT LEGAL OPINION PRACTICE IS CENTRAL TO WGLO'S MISSION. THERE ARE NO NATIONAL EDUCATIONAL PROGRAMS FOR LEGAL OPINION PRACTICE, ALTHOUGH SPECIALIZED PROGRAMS ARE PRESENTED FROM TIME TO TIME BY BAR ASSOCIATIONS, LAW FIRMS AND OTHERS. OUR PROGRAMS HAVE INCLUDED, IN 2024, AN OPINION RISK SEMINAR THAT COVERED THE FOLLOWING TOPICS: (1) THE OPINION CLAIM, SETTLEMENTS AND INSURANCE MANAGEMENT; (2) STRUCTURE AND RESPONSIBILITIES OF OPINION COMMITTEE; (3) ETHICS AND OPINION CLAIM RISKS; (4) INTERNAL EDUCATION AND OPINION PRACTICE RESOURCES; (5) OPINION PRACTICE ISSUES WITH MULTI-OFFICES, CROSS-BORDER MATTERS AND MERGED LAW FIRMS; (6) WORKING WITH OTHER FIRMS ON OPINION MATTERS; (7) IDENTIFYING AND COPING WITH HIGH-RISK OPINIONS; (8) RECIPIENT COUNSEL RESPONSIBILITIES AND CLIENT GUIDELINES; (9) DELAWARE OPINIONS BY NON-DELAWARE LAWYERS; AND (10) OPINION REVIEW, OPINION FORMS AND INTERNAL GUIDELINES AND THEIR LITIGATION SIGNIFICANCE.JOINT COMMITTEE WITH ABA/BLS - WGLO IS CONCERNED WITH BROADENING THE CONSENSUS THAT EXISTS ABOUT LEGAL OPINION CUSTOMARY PRACTICE. IN THAT REGARD, WGLO HAS BEEN ENGAGED IN A JOINT PROJECT WITH THE LEGAL OPINIONS COMMITTEE OF THE BUSINESS LAW SECTION OF THE AMERICAN BAR ASSOCIATION. THAT PROJECT HAS PRODUCED A STATEMENT OF OPINION PRACTICES AND RELATED CORE OPINION PRINCIPLES WHICH HAS BEEN APPROVED BY MANY BAR ASSOCIATIONS AND OTHER LAWYER GROUPS. WGLO AND THE AMERICAN BAR ASSOCIATION ARE CONTINUING THIS PARTNERSHIP AND ARE STUDYING POTENTIALLY EXPANDING THE STATEMENT OF OPINION PRACTICES TO ADDRESS ADDITIONAL TOPICS.WGLO AS INCUBATOR - WGLO ATTENDEES ARE LEADERS OF LEGAL OPINION PRACTICE NATIONALLY. IN PARTS OF THE SEMI-ANNUAL SEMINAR PROGRAMS, ATTENDEES MEET TO DISCUSS ISSUES OF COMMON INTEREST IN SMALLER GROUPS. THESE GROUPS SOMETIMES DECIDE TO TAKE ADDITIONAL STEPS TO HELP THE LEGAL OPINION COMMUNITY DEAL WITH A SPECIFIC PROBLEM OR APPROACH. WGLO FOSTERS THESE GROUPS SINCE THE STEPS THEY TAKE, WHICH MAY INCLUDE PUBLISHING, INCREASE AND STRENGTHEN OPINION UNDERSTANDING AND THE OPINION LITERATURE. IN ADDITION WGLO, IN CONJUNCTION WITH ITS SEMINAR PROGRAM, HAS SPONSORED PROGRAMS AND SESSIONS THAT HAVE RESULTED IN A SERIES OF ARTICLES PREPARED BY SEMINAR ATTENDEES. AT LEAST ONE OTHER GROUP OF WGLO ATTENDEES IS WORKING ON A SPECIFIC PROJECT REGARDING LOCAL COUNSEL OPINION PRACTICE. 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 X 27 27 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 0 0 0 X WILLIAM A YEMC 3026517700 ONE RODNEY SQUARE 920 NORTH KING WILMINGTON DE 19801 X TIMOTHY G HOXIE PRESIDENT AND BOARD CHAIR 5.00 X X 0 0 0 ANDREW M KAUFMAN IMMEDIATE PAST PRESIDENT 5.00 X X 0 0 0 GAIL MEREL VICE PRESIDENT AND EDITOR 5.00 X X 0 0 0 READE H RYAN JR VICE PRESIDENT AND SECRETARY 5.00 X X 0 0 0 WILLIAM A YEMC VICE PRESIDENT AND TREASURER 5.00 X X 0 0 0 LOUIS G HERING VICE PRESIDENT 5.00 X X 0 0 0 STEVEN O WEISE VICE CHAIR (PLANNING) 5.00 X X 0 0 0 DAVID BRITTENHAM DIRECTOR 2.00 X 0 0 0 WILLIS R BUCK JR DIRECTOR 2.00 X 0 0 0 SYLVIA FUNG CHIN DIRECTOR 2.00 X 0 0 0 ARTHUR A COHEN DIRECTOR 2.00 X 0 0 0 KIMBERLY DESMARAIS DIRECTOR 2.00 X 0 0 0 PREETHA GIST DIRECTOR 2.00 X 0 0 0 DONALD W GLAZER DIRECTOR 2.00 X 0 0 0 ELIZABETH LECKIE DIRECTOR 2.00 X 0 0 0 SCOTT W MACCORMACK DIRECTOR 2.00 X 0 0 0 ROBERT S RISOLEO DIRECTOR 2.00 X 0 0 0 SANDRA M ROCKS DIRECTOR 2.00 X 0 0 0 ETTORE A SANTUCCI DIRECTOR 2.00 X 0 0 0 PHILIP B SCHWARTZ DIRECTOR 2.00 X 0 0 0 CRAIG SINGER DIRECTOR 2.00 X 0 0 0 JAMES SMITH DIRECTOR 2.00 X 0 0 0 LYDIA C STEFANOWICZ DIRECTOR 2.00 X 0 0 0 STEPHEN C TARRY DIRECTOR 2.00 X 0 0 0 KIMBERLY CHI DIRECTOR 2.00 X 0 0 0 STERLING SCOTT WILLIS DIRECTOR 2.00 X 0 0 0 ANNE-THERESE BECHAMPS DIRECTOR 2.00 X 0 0 0 STANLEY KELLER VICE CHAIR (PLANNING) 5.00 X 0 0 0 0 0 0 0 0 0 0 0 SUBSCRIPTION REVENUE 900099 285000 285000 285000 20591 20591 305591 285000 0 20591 57600 7572 10997 8040 10593 83118 1516 179436 377791 34956 649532 1121763 8158 526 17300 17300 0 0 1035481 1157245 17560 12531 17560 12531 X 1017921 1144714 1017921 1144714 1035481 1157245 X 126155 638 X X 0 0 0 0 1 0 17300 17300 0 0 FORM 990, PART VI, SECTION A, LINE 1A THE BOARD OF DIRECTORS HAS ESTABLISHED AN AUDIT COMMITTEE COMPRISED OF THREE MEMBERS OF THE BOARD OF DIRECTORS (AS VOTING MEMBERS) AND THE PRESIDENT AND THE TREASURER (EACH SERVING IN A NON-VOTING, EX OFFICIO ROLE). THE AUDIT COMMITTEE WAS ESTABLISHED TO (A) ADVISE THE BOARD IN GENERAL AS TO INTERNAL CONTROLS, RISK OVERSIGHT, FINANCIAL REPORTING AND LEGAL AND ETHICAL COMPLIANCE, AND (B) EXERCISE THE AUTHORITY OF THE BOARD AS TO THE FOLLOWING MATTERS: (I) RETENTION OF AN INDEPENDENT ACCOUNTANT FOR WGLO; (II) ADMINISTRATION OF THE CONFLICT OF INTEREST POLICY AND WHISTLEBLOWER POLICY; (III) AUTHORIZATION OF THE FILING OF ANY TAX REPORTS AND RETURNS; (IV) ESTABLISHMENT OF AN INVESTMENT POLICY AND ADMINISTRATION OF THAT POLICY; (V) ESTABLISHMENT OF A RECORDS RETENTION POLICY AND ADMINISTRATION OF THAT POLICY; AND (VI) ESTABLISHMENT OF A RISK MANAGEMENT POLICY (INCLUDING INSURANCE) AND ADMINISTRATION OF THAT POLICY. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION SHALL HAVE THREE CLASSES OF MEMBERS: CLASS A MEMBERS, CLASS B MEMBERS AND THE CLASS C MEMBER. EACH MEMBER SHALL BE A LEGAL ENTITY AND NOT A NATURAL PERSON. CLASS A MEMBERS SHALL BE LAW FIRMS, AND AS A REQUIREMENT FOR CONTINUING MEMBERSHIP IN THE CORPORATION, THE CLASS A MEMBERS SHALL PAY ANNUAL ASSESSMENTS IN SUCH AMOUNTS AS DETERMINED BY THE BOARD FROM TIME TO TIME. CLASS B MEMBERS SHALL CONSIST OF OTHER TYPES OF INTERESTED ENTITIES, OTHER THAN A CLASS A OR CLASS C MEMBER, AS DETERMINED TO BE ACCEPTABLE BY THE BOARD FROM TIME TO TIME. CLASS B MEMBERS SHALL NOT BE REQUIRED TO PAY ANNUAL ASSESSMENTS FOR CONTINUING MEMBERSHIP; PROVIDED THAT TRIBAR SHALL BE A CLASS B MEMBER; AND PROVIDED, FURTHER THAT THE BOARD MAY TERMINATE MEMBERSHIP OF ANY CLASS B MEMBER IF SUCH CLASS B MEMBERS FAILS TO PARTICIPATE IN THE ACTIVITIES OF THE CORPORATION FOR TWELVE OR MORE CONSECUTIVE MONTHS. THE CLASS C MEMBER SHALL BE THE AMERICAN BAR ASSOCIATION BUSINESS LAW SECTION, AND THE CLASS C MEMBER SHALL NOT BE REQUIRED TO PAY ANNUAL ASSESSMENTS FOR CONTINUING MEMBERSHIP. FORM 990, PART VI, SECTION A, LINE 7A THE PRESIDENT, THE SECRETARY, THE TREASURER, AND ALL OTHER OFFICERS ELECTED BY THE BOARD SHALL BE ELECTED AT EACH BIENNIAL MEETING OF THE BOARD, BEGINNING WITH THE BIENNIAL MEETING HELD OCTOBER 2015. SUCH ELECTION SHALL BE MADE BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS PRESENT AT THE MEETING AT WHICH A QUORUM IS PRESENT. EACH SUCH OFFICER SHALL HOLD OFFICE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND QUALIFIED OR UNTIL SUCH OFFICER'S EARLIER RESIGNATION, REMOVAL FROM OFFICE OR DEATH. DIRECTORS ARE ELECTED OR APPOINTED FOR TWO-YEAR TERMS, AS FOLLOWS: (I) THE NINE CLASS A DIRECTORS ARE ELECTED FOR EACH TERM BY THE IMMEDIATELY PRECEDING TERM'S CLASS A DIRECTORS; (II) THE TRIBAR OPINION COMMITTEE (A CLASS B MEMBER) APPOINTS ONE CLASS B DIRECTOR AND THE REMAINING EIGHT CLASS B DIRECTORS ARE ELECTED BY THE IMMEDIATELY PRECEDING TERM'S CLASS B DIRECTORS (EXCLUDING THE DIRECTOR APPOINTED BY TRIBAR); AND (III) THE AMERICAN BAR ASSOCIATION BUSINESS LAW SECTION (THE CLASS C MEMBER) APPOINTS ALL NINE CLASS C DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B MEMBERS HAVE THE POWER UNDER THE CHARTER TO AMEND THE BYLAWS WITH THE APPROVAL OF TWO-THIRDS OF EACH CLASS OF MEMBERS. IN ADDITION, TRIBAR (A CLASS B MEMBER) AND THE AMERICAN BAR ASSOCIATION BUSINESS LAW SECTION (THE SOLE CLASS C MEMBER) HAVE THE EXCLUSIVE RIGHT AND POWER TO APPOINT, FILL VACANCIES, AND REMOVE THEIR RESPECTIVE DIRECTOR-APPOINTEES. THE POWER OF MEMBERS TO ELECT OR APPOINT AND TO REMOVE DIRECTORS AS PROVIDED IN THE BYLAWS FROM TIME TO TIME SHALL NOT BE ELIMINATED WITHOUT (I) A MAJORITY VOTE OF ALL OF THE MEMBERS AND (II) A MAJORITY VOTE OF EACH CLASS OF THE MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B AFTER APPROVAL BY THE AUDIT COMMITTEE, THE BOARD OF DIRECTORS WILL RECEIVE A COPY OF THE FORM 990 FOR REVIEW PRIOR TO SUBMISSION. FORM 990, PART VI, SECTION B, LINE 12C TO ENSURE THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS PURPOSE AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED BY THE BOARD OF DIRECTORS OF THE CORPORATION OR APPROPRIATE COMMITTEE THEREOF. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A. WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON THE RESULT OF ARM'S LENGTH BARGAINING AND, TO THE EXTENT THE BOARD OF DIRECTORS OF THE CORPORATION OR APPROPRIATE COMMITTEE THEREOF DETERMINES IT REASONABLE AND APPROPRIATE GIVEN THE AMOUNT OF COMPENSATION OR BENEFITS PROVIDED OR THE NATURE OF THE EMPLOYMENT, COMPETENT SURVEY INFORMATION; AND B. WHETHER PARTNERSHIPS, JOINT VENTURE AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE CORPORATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENT FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION CURRENTLY DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 9: PRIOR PERIOD ADJUSTMENT 638. FORM 990, PART XII, LINE 1: WGLO USES THE MODIFIED CASH BASIS FOR ACCOUNTING.