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VC Law: Episode 40: GP-Led Secondary Transactions with Ruth Jin, Partner at Mintz Levin
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- [00:00]
A
To the extent that is the American Bar Association Business Law Section's podcast series. Our podcasts provide general information. They aren't a substitute for legal advice from a licensed professional. We offer both stand alone and serial podcasts on a variety of topics and welcome your feedback and suggestions@ababusinesslawmericanbar.org we hope you enjoy your selection.
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B
Hi everyone. Welcome to VC Law, a podcast brought to you by the American Bar Association. I'm your host, Gary Ross. Today we're going to be talking about GP Led secondary transactions. Our guest is Ruth Jin, a partner in the New York office of Mets Levin. Ruth, welcome to the program.
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C
Oh, thank you for having me.
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B
Gary, why don't you kick us off by telling us a little bit about yourself and your background?
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C
Okay, so I am a private funds and capital markets lawyer for more than 20 years. And when I became a lawyer, I wasn't sure what type of law I wanted to practice. I just wanted to pick an area where I can be very useful and I can do some common good. And then I realized when I was a first year associate, I realized that the capital to economy is just like blood to human body. So if there was a big drama. Yes. If there's a very good blood circulation, it gives the body a very healthy, good life in the same way a capital flow, a healthy capital flow is. It's like life to the economy. So I decided to develop my expertise in capital formation and capital flow. So for the last 20 more years, I've been a private funds and capital markets lawyer, mainly in the equity side. And just previously when I came to America for about 20 some years ago, I didn't speak a word of English. So that's another aspect of, of me that I, you know, I do want to help out the, the companies and I believe in capitalism. So that's me.
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B
Well, Ruth and I saw that you speak both Chinese, Korean. I shouldn't say both because it's Korean. Chinese and Japanese.
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C
Yes.
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B
Is it true out of those three, Korean and Japanese are closest, right?
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C
They're closer. Yes. Than the Chinese language.
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B
Which did you grow up speaking?
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C
All three.
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B
Oh, okay, all right, Very good. Well, great. Well, I like you, started out in capital markets and then I started doing funds work a little over 10 years ago. So I'm kind of interested in your path to focusing on funds or having a part of your practice be funds. How did that come about?
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C
So when I was associate or Harrington is a major law firm, I initially was a capital markets lawyer, but then, you know, I was also exposed to private funds like some of the major funds. And if you look at the exit strategies of many private funds, it's basically more than half at that time was taking the portfolio company public. And then once the portfolio company went public, the sponsor, which is the fund, tend to maintain their interest, controlling interest, more than 10% for a while. So in that situation, you have to monitor. You have to, you know, do a lot of. They also said on the board. And so you have to be representing the selling shareholder to make sure that the portfolio company is performing well. And the exit, you know, again, it's exit strategy when the selling shareholder, which is the private equity fund, should exit that portfolio company completely. So that's the kind of work I was doing. So I was exposed to both capital markets in equity and the private funds. Okay.
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B
And the part of your career that I'm kind of interested in that for 12, almost 13 years, you were part of a boutique firm. Your name was on there along with somebody else's. And then a few years ago, you made the transition back to big law. And we've talked about that before, because I'm about to make that transition back to big law. How is that going so far?
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C
It's going great. It's really going great. And I think the experience is really helpful in terms of me understanding the businesses and where they're coming from and have a lot of empathy toward the business people. So the transition has been excellent.
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A
Yeah.
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B
And at the same time, you don't have to worry about somebody's health insurance and stuff like that, or helping somebody with login issues.
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C
Yeah, Some of the business side of the practice. Of the law.
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B
Yeah.
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C
All right.
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B
Well, obviously, secondary transactions has been huge. You know, in my practice, we would have a secondary every now and then. And then maybe three, four years ago, it started to be significant. And then the last two years, it's really been a large part of it. You know, definitely more secondary transactions than primary, at least for our practice. So I'm so happy that you're here today because GP LED secondaries. I feel like it's just kind of all over the place. I'd like to start, though, with LP LED secondary transactions, because kind of historically, that was the more common. And then GP led kind of. I don't know if you could, you know, you could tell us if you feel that's overtaken it. But anyway, let's start off with LP LED secondaries. And why don't you tell the audience what a LP LED secondary transaction is?
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C
Okay, so an LP LED Transaction is when an LP decides to sell its LP interest in one or more funds to a buying LP before the fund's expiration date. So the fund has a life cycle before the fund's life cycle ends. So the transaction is usually bilateral. There's a selling LP and the buying lp and it's usually done with the prior consent of the gp because the fund documents say so, and also because of the confidentiality issue. In order for the buying LP to do a due diligence, the GP needs to consent to the opening of the information. So normally the LP decides to sell for liquidity reasons, for the portfolio rebalancing reasons and some other reasons. So before the maturity of the fund, the LP decides to sell and then the buying LP buys. And actually it's rather complicated. There are a lot of issues. So that's the Oculus secondaries and the GPs are very accommodating lately because the private funds have inherent limitations in that the assets are illiquid. And recently the many funds extend their terms, so the LPs need to hold on to that asset for a long time. So the GPs are very accommodating to the LPs in terms of helping LPs to sell and exit. So that's the LP LED secondary.
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B
Sometimes they even help them find a buyer. I've seen.
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C
Oh, they do. They do so because, you know, the gps worry about the integrity of the investment funds that won. They want to make sure the white LP comes in because upon closing, the buying LP takes over, replaces the selling LP, the selling LP's rights and obligations. So especially if the selling LP has the undrawn capital commitments, the buying LP is going to replace the selling lp. So when the GP make the capital call, the GP want to make sure that there's no default. And so also, you know, it's a very competitive environment. The GP doesn't want to, you know, have this competitive competing fund come in as a potential buying LP and then do a due diligence and look into their strategies and all that, and then there's no closing. And that's not what GP wants. So the recent trend is for LP led secondaries, the GP is very involved in terms of facilitating giving waivers, giving consents and reviewing the NDAs. And, you know, so they're quite involved and help, they sometimes help LP to find the buying lp.
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B
And for the practitioners, just one tip, if you're representing either the buying or the selling LP and you're going to have to get GP consent, ask them if they have some Kind of form that they want everybody to use. We just had a situation where a lot of time was spent on like getting a perfect purchase agreement between the buyer and seller. And then the fund said, no, you have to use this, this template. And it was very annoying.
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C
Yeah, they often have a template for NDA. Template for purchase and sale agreement, for transfer agreement. The GP definitely want to dictate the transfer agreement between the two parties. But for the purchase agreement between the selling LP and buying lp, they often suggest a template as well. Yeah, so you know, the buying LP often want to negotiate the NDA quite heavily, the definition of confidential information. So yeah, the GPs are very involved in LP led secondaries.
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B
Okay, well, let's go into it. GP led secondaries. What is that, Ruth?
- [09:12]
C
So GP led secondaries, when GP decides to sell one or more assets that its fund held to to somebody. So in a continuation fund situation, it's the fund that it forms in some other situations, some other situations it's the somebody else. So the entire transaction is led by the gp. So, you know, long time ago, you know, GP did that when the fund is coming to an end and GP would want to sell the entire portfolio to ramp up the fund or get rid of underperforming assets to enhance the performance before the GP wraps up the fund. But recently it's really not about that. It's, you know, when the fund is nearing its term, say the GP likes one or two assets and the GP knows that if the GP exit from that asset, now the rate of return is maybe 2 to 3x. But if the GP hold on to that asset for another two or three years, the rate of return could be 10x20x. So instead of selling that asset to another competing private equity firm, what GP wants is to hold onto that asset, double down on that asset. So typically what the GP does is to form another fund and then transfer it's a sale that asset to that new fund, otherwise known as a continuation vehicle. So GP basically is GP of the selling fund and then GP or its affiliate is a GP of the buying fund. So it's a tricky situation because GP has a fiduciary duty for its LPs, legacy LPs and the old fund. So in that case, as a sell side gp, a GP would want the sale price to be as high as possible. That way its legacy LPs have a much higher returns and then it can realize carry for itself and its management. But GP is also the buy size gp so that, you know, as a buy size gp, GP Want the purchase price to be as low as possible. So because of that, you know the continuation fund, the vehicle is usually represented by the lead lp, the secondary LP and GP basically just represent the sell side. So this is one of the most typical GP led secondaries. A lot of issues involved in that and it takes a long time to, from the start to finish.
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B
How often do you see a third party valuation be performed?
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C
All the time.
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B
All the time.
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C
99.9%. 99,9%. Because of the conflict of interest, even when the purchase price is done through auction and bidding process, they still, the parties still want to engage a third party and give a valuation and the fairness opinion, I mean the bidding, you know, you need to start from somewhere. So the initial bid price, the indicative price would be based on a cutoff date, which is based on a valuation date, which is based on some sort of financial statement date. So if the most recent financial statement is the audited financial statement annual one, then that would be one of the key base for the valuation to happen. And if it's an audited quarterly statement, that would be one of the key document number that they, that the part is based on for the valuation. So that's an indicative bidding price. And that can be manipulated because GP is the one engaging auditors and all that preparing the financial statement. It could be manipulated. So even when you go through a bidding process, you engage a third party, secondary advisor or investment banking firm and conduct a bidding process. And potential buyers bid for the purchase price usually is a percentage of the nav. The parts do want to have a fairness opinion to make sure that the price is fair. So it's almost 99.9% the valuation is done.
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B
The first situation that you talked about, the traditional, the traditional use of, I guess you could say GP led secondaries is when there's an underperforming asset, not necessarily underperforming, but an illiquid asset and you're get, you're at the end of the first fun and everybody's ready for their, for the fund to be closed and you have something and you put it in something called a side pocket. Why don't you contrast side pocket with continuation vehicles and GP led secondaries? I think people would probably be interested in that.
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C
So side pocket, it's not necessarily a brand new fund, it's just a contractual side arrangement. A continuation fund is a brand new fund that's exempt under the 40 Act. And the continuation fund will come up with their own fund terms knowing what the asset is going to be closing so the continuation fund, you know when the GP would come up with a basic term sheet, initial term sheet, with the disclosure document of that new fund and then go out to market this new fund in the secondary market. So sometimes by self or sometimes using placement agent. And so this is a fundraise. So then in the market, in the secondary market, the secondary ops come in and they look at this term and then they negotiate, it's just brand new fund formation, negotiate the fund terms and then they say let's do a due diligence on the asset that's going to come in. So the side pocket is you have existing terms, existing situation and then you have a side arrangement with mostly the existing LPs. So that's quite different from the continuation fund.
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B
And in a continuation fund, how often are investors in the existing fund in the previous fund or I guess you could say the original fund also investing in the continuation vehicle?
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C
Well, that's a very good question. So you know, so say the, the GP decide to hold on to a portfolio asset beyond the exploration of the legacy fund. In that case it can think of other strategies. But then it, the GP believes that the continuation fund is the best route to go. And then so that sale, the asset sale itself usually requires Arpeg's consent. And if the fund doesn't have Arpec then usually the LP's majority consent. So but that's the consent, okay, that consent is there and then the GP needs to prepare a disclosure package. Disclosure package about the underlying asset, that is it want to sell. And then the new continuation funds, terms of the economics, what's the life of the fund is going to be five year fund or whatever and then create this package. And in the package it also needs to include other options that GP considered, other liquidity options. And it also needs to disclose why holding onto this asset is much better in its view. So it's like a proxy statement in a public company. So you have this whole disclosure package and then you send it to the legacy LPs and you need to give them the GPA needs to give them at least 20 days to review and make an election to either roll or cash out. So it really depends on deal. Sometimes you have overwhelming number of LPs want to cash out. Sometimes almost everybody except one or two want to roll with the GP and then become LP of the new continuation fund. So the GP really needs to have some estimate in terms of how many want to roll, how many want to cash out. Because if a lot of LPs want to cash out that means the GP needs to have a lot of new secondary LPs to come in to the new fund so that the GP has enough money to pay out the cashing out LPs. So if you don't have enough secondary LPs coming in, but then a lot of legacy LPs want to cash out, there's no closing happening because you don't have the money to pay them. So if that's going to be a possibility, then GP needs to think about having a credit facility like a subscription facility or nav facility. That way if there was an overwhelming number of the LPs who want to cash out, but you don't have enough capital commitment from the secondary LPs the new LPs then you want to borrow, draw down on the credit facility to pay out the LPs who want to cash out. So it's really, really depends on. There's no like, you know, some, some deals you have more LPs who want to roll, some less LPs want to roll. So the LPs who want to roll, they just roll. So only the new secondary LP's commitment are going to be used to pay out the cashing out LPs.
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B
And I know that there's single asset and multi asset continuation vehicles. Why don't you tell us what you see? What you see more of single asset.
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C
Is the most common ones because multi asset, even with a single asset it takes a long time from the start to end. You know, there could be many number of complications on the fund level, on the portfolio company level. You know your, the portfolio company may have a consent, right. If the fund itself, the selling fund itself have some sort of a credit facility. And then you know your, you know, one of the portfolio is moving away, the lender may have a consent. Right. So there, so it takes time even with a single asset. So multi asset, it's not that it's too complex with different tax profiles, regulatory profiles. So the single asset continuation fund is more common.
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B
Okay. And I would think with the multi asset, if there's too many assets, I would think that the GP just didn't do a very good job at harvesting. You shouldn't have like a ton of portfolio companies at the end.
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C
Exactly.
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B
Why don't you tell us when you see a GP led secondary. So say you have a fund and it's 10 year term and it's, you know, plus one. Plus one at what point? I mean you were mentioning, you know, you can tell us about how long it, it'll take to, to complete a GP LED secondary on a single asset? I mean do people wait until year nine or are we talking what, what, what are we talking about? Are then to the plus ones. At what point do you, do you typically see a GP LED secondary?
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C
I think it's more likely than not it's a later side. Even though the trend is, you know, sometimes the GPS do it in the earlier years of the fund and the well performing asset, they, it's just well performing and they think, you know, if they can put it in the continuation fund that they have much better liquidity for that asset. Especially if you, if the GP already fully utilized all the LP commitment and then this good performing asset requires a lot more botanical investments. So it's all over the place. Sometimes in the later stage of the fund, sometimes early stage of the fund. So that would be the current trend and then the market is accepting that. So that's a surprising kind of trend. Especially now the fund term is so long as you said, it's 10 plus 1, N plus 1. So sometimes if one of the portfolio companies performing overwhelmingly well and you already deployed all the capital commitments and you really cannot do follow on, then GP may want to do a continuation fund.
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B
Yeah. And it seems like, okay, so if you have a fund and you have all these portfolio companies and then you have one portfolio company that seems like it's doing really well, hey, you go ahead and get some people some liquidity on that. So you move that in a continuation vehicle. But, and then you know, it's taking that out of the mix of portfolio companies in the fund. So. Yeah, very, very interesting.
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C
Yeah. So you know, the, the LPs with the financial capacity would want to roll. So then the new fund has a different economics, right? Yeah. And in the new fund, in the continuation fund, the GP would roll its entire capital, the commitment particular asset and any carry related to that particular asset will be rolling as well. And then Normally the lead LPs, the secondary LPS want the GPS to make higher commitment. So in the traditional fund, you know, GP commit 1% but in continuation fund, the GP could be asked to commit like 5% or more. So the LPs with a much bigger money to deploy, they will just roll. And then the new continuation fund is having a different economic terms and terms in terms of how long the fund can stay and why don't you tell.
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B
Us about those terms, Ruth? What typically do you see for terms for continuation vehicles? I know it depends, but I had to say what's typical. Surely it's not another 10 plus 1 plus 1.
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C
Definitely not 10 plus 1 plus 1. So the lifespan is much shorter because the DP, the manager already knows the asset. So there's no need for some kind of a longer period for the manager to locate some targets. And so it's a known asset. So usually it's about five year term and then one year extension. So five, six years, that would be X. And I think the term, I think the carried interest is different as well. It's not typical 2%, 20% carry. The fee structure, it's more tiered and then the management fee is much lower. Yeah, 1% or below. Because again it's a known asset. There's nothing, you already know the portfolio company and usually it's a bit of a mature stage of the portfolio company. So there's nothing much to manage. So it's usually the management fee is 1% or less and then on top of that the lead secondary investor gets discount on the management fee.
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B
Oh, okay.
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C
Yeah, it's incentivize who want to be the lead secondary investor when the transaction fee is so high and so to give them incentive then the lead investor tend to get some sort of a discount on some of these fees. And the transaction fee is usually, you know, the, you know, it's offset against the management fee. So again the management fee is quite much, much smaller than traditional funds. And what else?
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B
Well, we can talk about carry, Ruth. I mean carry. I assume in the sale from the, from the original fund to the continuation vehicle, the GP has taken some carry there. You, you had mentioned that. So I guess are they starting over kind of at zero for the continuation vehicle? It's not another, another 20% carry there or do you see something less on continuation?
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C
It's something less and it's kind of tiered. So if it's this and that, if it's this and that.
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B
Okay, if it's 3x then it's this. If it's 4x then it's that. Something like that.
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C
Something like that. And then you know it's something like that. Yes, it's really performance based and, but it's you know, initially lower. So it's a tiered lower but then it goes up based on tiers and it rolls the original carry that is realized all to the continuation fund and you know, gp, as I said, you know, higher capital commitment and much, they take much less fees and then many times transaction fees, I mean in the continuation fund situation, the buying fund and the selling fund, they split the transaction expenses, which is enormous. It could be a lot.
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B
Good for lawyers. Right?
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C
Good for lawyers. You know, I think the. All the other service providers takes a lot of fees and. And then you have the placement agent and all that. So the, you know, you could do a 50, 50 split or sometimes to buy side take on the. All the due diligence cost. That's the buy the buy side need to undertake. The sell side may want to take on those fees. So this is like heavily negotiated, so there would be like, you know, the indemnification and all that. So there's something unique about the continuation fund that's quite different from the traditional fund.
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B
And you kind of touched on conflicts of interest before. You mentioned the lpac. What are some ways that people can address conflicts of interest? I know in the SPAC realm, there's a lot of litigation. I mean, I saw something where it's like, I don't know what it was, 15 to 20%, something like that. SPACs, you know, wind up with a lawsuit at some point, which is why the insurance is so high here. You know, it's private. You don't have as many shareholders. You don't have somebody who's just kind of there to cause trouble like you might in the public, public markets. Tell us all about conflicts of interest and what you've seen in terms of, like, threats for litigation, if you have.
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C
Yeah. So the conflict is extremely important, you know, in terms of risk management. And then in case the SEC examines your fund, you don't want to have undisclosed conflict interest and did not give the full consent from the stakeholders. So, like in continuation fund, the GP really needs to come up with the full disclosure of the whole thing and why this is, you know, the GP believes that this is the best course of action and give them enough time to ask questions and then, you know, decide to either roll or cash out. So the amount of time that the LPs are given cannot be sure. You know, the 20 days would be the minimum. So you could give them, you know, you want to think about. If there's holidays in between, you don't want to count those days. So.
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B
Right.
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C
You know, want to just give them.
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B
December 15th to January 5th. Might not work.
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C
Might not work. Yeah, that's kind of. No, that's. That's a. That's a red flag. Right. So that's how the conflict of interest is addressed. And also on the aropic side, like a regular M and A, even though it's not a regular board, but whoever is sitting on the airpac, you don't Want to do a full blown conflict of interest questionnaire screening as well. And if somebody have conflicts, that person shouldn't be giving consent. So and then in addition to that, having the third party service advisors to give fairness opinion is another way to address conflict.
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B
And I guess fiduciary duty concerns kind of go along with that. If you've got the GP on both sides, then you're kind of giving two sets of people fiduciary duties. Yeah, you had mentioned that in this disclosure statement. The GP needs to say what else they considered, what other things they considered. So let's talk about that. What are kind of some alternatives to GP LED secondaries? We don't have to spend too much time on it, Ruth, but talking about kind of tender offers and the like, what else, what are the alternatives that the GP needs to consider before moving forward with a GP LED secondary?
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C
Yeah, the tender offer is an option. So tender offer is when moving one asset to out of a fund has complications. It's not an easy move not only because of the regulatory reasons but tax reasons. And then if there is an LPs who want to exit because the fund is now around for 12 years or 10 years. So in that case the GP can facilitate that exit GP LED but then GPs helping the LP to get the liquidity. So in that case GP can form a feeder fund to the main fund and then market the Fiddler fund to a secondary investor and then the secondary investor can make an offer to buy the tendering LPs. So in this case, you know, the GP can give two options instead of in a continuation fund is whether cash out on roll here, whether you want to stay put as it is or you want a tender. So LP doesn't really have much say. You either accept or stay put unless the, you know, the buying, the investors are willing to modify their offer. So that's tender offer and you can consider that and you know, the GP can consider doing that and then come up with a reason why that's not a good idea in light of the particular asset. The you know why that asset does not need this, you know, and then the other one is equity strip sales. So say you know, the, the fund fully deployed, all the LP commitments and one of the one or two portfolio companies needs full on investments and you don't have enough capital. But you know, forming a continuation fund might be too expensive and take a long time and the fund still have time. It's not like nearing the end of the fund and in that case it could consider equities to strip sale. It's many number of ways of doing this. So the GP could offer some sort of preferred equity for investors come in to the fund and it could also offer some sort of a profit sharing arrangement with the investor. It could offer to sell say like 20% of all, like 10 or 20, whatever percentage of all of its interest in the portfolio companies like a diverse pool just, you know, to an investor. So there are many ways of doing this kind of equity strip sale and GP can consider doing it and then make an analysis and say why that's not a good option for the fund.
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B
And Ruth, I think people are probably interested in the name. I guess the idea is that you're stripping off some of the equity and then you're selling that.
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C
Yes.
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B
And then there's some others. Sorry to cut off your flow there.
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C
Yeah, there's like, you know you have a stapled secondary that's it's a pair, the secondary is another GP led. So if a couple of LPs or one or two or more LPs want to exit, then GP goes out and find a secondary investor and then to, you know, that secondary investor can purchase the old funds, investors interest the selling LPs interest at a discount and it can make a commitment, it can make a commitment to invest in future funds or new funds. New funds that's being formed by the GP again at a much better terms. So from the buying lp they're buying an existing LP interest of a portfolio companies that's already, you already have the data, you can assess the performance of the portfolio companies and you're buying that LP interest at a discount from the exiting LPs and then you can have a much better term by making early commitment to the new fund that the GP is forming. So that's the attractiveness of the stakeholder secondary transaction for the investor and for the GDP standpoint. You know, you're keeping the exiting LPs happy, you know, keeping them in good terms with you and then you have a new LP coming in for your new fund. So it's a win win situation. So that's called the stapled secondary, otherwise known as paired secondary. So that's another method that the GPS use to provide liquidity to itself, its fund and its LPs.
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B
Well, I think that we can probably. Yeah, that's great information, thanks a lot. Ruth. If a GP say it's a newer GP and they're doing a GP LED secondary for the first time and they're learning about it, what are some pillars, pitfalls that you Caution them against.
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C
Yeah, I think the conflict of interest situation, of course. And then second thing is, what if you know more than expected LPs decide to roll more than expected LPs decide to cash out. So are you prepared for those situations?
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B
Well, could you have a gate, Ruth, kind of like you, you know, kind of like a hedge fund type gate where you say, hey, this percentage people can do it or you're not allowed to have to do that.
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C
Usually you give an election so you have them choose having a gay. So it's having the credit facility is very, very important to make sure that you have enough money to pay out. And then also then you want to assess how much more money you need for that portfolio company. So if you have over subscription and after paying out the LPs for exiting, you have like huge commitment that you need to deploy. When you don't, the following investment is not that needed, you know, so how much money you needed to, you need to raise, you need to have a very good assessment of that.
- [35:27]
B
Okay. And in closing, what overall trends do you see when this in the secondary market and either in general or GP LED secondaries? And in particular, I think the one.
- [35:37]
C
Of the new things I'm seeing is when forming a fund, whether it's continuation fund or whatever fund, GPs are now structuring or drafting the fund documents in a way that is attractive to the secondary transactions. So the terms are that way it's more attractive to the LPs when they come in, if they want to leave, if they want to do an LP LED secondary, it's not hard to do. And if the GP want to do a secondary, it's not hard to do. So the documents now is making it easier and more acceptable to do a secondary transactions. So I think that's something that I'm seeing lately.
- [36:21]
B
That's good. One difference that I see between like funds and doing public company work is kind of the time lag. Right. Because it's like you get, you know, funds that were formed eight years ago, you see here they're at the closing and we're having to do this, these things. And back then, you know, we didn't have, you know, maybe there wasn't something robust in there. And then, you know, this has been a thing for a while. So now I wouldn't be surprised if more and more we have situations where the process is already baked into the, into the lpa. Yeah, well, great. Well, thank you so much Ruth for joining us today and talking to us about GPA LED secondaries. This this was wonderful.
- [36:59]
C
Oh, you're welcome. It was my pleasure.
- [37:01]
B
And to the listeners, thank you for joining us for another episode of VC Law, brought to you by the American Bar Association.
- [37:08]
A
Thank you for listening to the ABA Business Law Section's podcast series to the extent that the section offers a robust collection of content. To explore more about this topic or to learn about joining the section, visit ambar.org biz law that's B I Z Law.