Report From the ABA Midyear Meeting

Chazle, a Black woman with black hair and auburn highlights, wears a blue suit and blazer and a pearl necklace.By Chazle’ Woodley

Happy April All!

As the new Young Lawyer Delegate to the American Bar Association (ABA) House of Delegates, I would like to take this opportunity to provide an overview of the resolutions considered during February’s Midyear Meeting of the ABA House of Delegates in San Antonio, Texas.

The ABA House of Delegates serves as the policymaking body of the ABA. The House is responsible for drafting, debating and voting on resolutions that shape ABA policies regarding both professional and public matters. It represents not only various constituent groups within the ABA but also the broader legal profession, including delegates from state, local, and specialty bar associations. As the ultimate governing authority of the ABA, the House is committed to advancing the legal profession by addressing issues of significance to the legal community and to the law itself. The ABA maintains active policies across a diverse range of topics pertinent to the legal field, many of which have been central to the Association’s advocacy for many years.

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Section 453 Trap for S Corporation Asset Sales

John, a white man with dark brown hair, wears a pale blue shirt, lime green and blue tie, and black suit. By John G. Hodnette

In my prior post, Installment Sale Notes Owned by S Corporations, I discussed sales of S corporation assets in exchange for a promissory note, invoking the installment sale method of Section 453. Buyers commonly use the installment sale method for earnouts, which provide additional contingent consideration based on the performance of the business after the sale. When the S corporation liquidates after closing, distributing closing cash and the earnout right to the S corporation shareholders, the Section 453 rules have an unexpected trap. That often arises where there is a stock sale and Section 338(h)(10) election, which is treated as an asset sale by the S corporation followed by its deemed liquidation. For more on Section 338(h)(10) elections, see my prior blog post Basics of 338(h)(10) Elections.

The Section 453 tax trap is caused by the installment sale rules’ requiring the shareholders to allocate the tax basis of their S corporation stock among the cash distributed and the earnout right, despite the earnout potentially never being paid. That stretching of the basis triggers liquidation gain for the shareholders that would not otherwise exist. If the earnout is never paid, the shareholders recognize a long-term capital loss but are not able to carry the loss back to the liquidation year to offset the liquidation gain. Rather, they can only utilize the capital loss to offset future capital gains. Fortunately, there are a few ways to avoid this tax trap.

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More Than the Law: Why Having Hobbies Helps Lawyers

Courtney, a white woman with light brown hair, wears a dress with a black and white checkered pattern and a black blazer.

By Courtney Latourrette 

The practice of law demands precision, resilience and focus, but we’re at our best when we bring our full selves to the profession. How can we make sure we are at our best? That was the theme of a recent discussion hosted by NCBA YLD joined by NCBA BarCARES President Eric Richardson and members of the NCBA YLD Pro Bono Cohort.

The group explored what hobbies can teach us about being good people — and better legal professionals. From pottery to poetry, marathon running to yoga, the conversation highlighted that growth takes time, both personally and professionally. One participant discussed their passion for making pottery and what it has taught them about resilience and perseverance. Like mastering any craft, building a fulfilling legal career isn’t about instant perfection but about consistency and reflection.

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Long-Term Recruiting for Legal Deserts (Oasis)

Jim, a white man with grey and brown hair, wears a white shirt, pale blue tie and navy suit.By Jimbo Perry

I am honored to serve as the Executive Director for the Chief Justice’s Commission on Professionalism (CJCP). One of the major responsibilities of the CJCP is examining ways of making the system of justice more accessible to the public. Needless to say, finding ways to bring young lawyers to legal deserts is high on my priority list.

In October 2025, I connected with Christiana Johnson, Director of Student Engagement & Career Success at Campbell Law School. Christiana’s professional journey is a compelling story, one that may serve to help steer law students who want to help people to the communities where they are needed.

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