Business Law Section

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Top News

BLS Attorney Spotlight -- FIC Recognizes Catharine Baker.

Catharine BakerEvery month, the BLS E-News recognizes one attorney whose accomplishments stand out. This month, that person is Catharine Baker, a member of the Financial Institutions Committee (FIC). Catharine was just elected to the California State Assembly, District 16. She is an attorney at Hoge Fenton Jones & Appel law firm in Pleasanton, where she helps small businesses and non-profit organizations get started and succeed. In addition, Catharine has received awards for her pro bono work as an attorney. In 2008, she was recognized as a "Pro Bono Star" within her prior law firm. In 2011, she received the Wiley W. Manuel Certificate for Pro Bono Legal Services from the California State Bar Association, one of the most prestigious awards for pro bono legal services in California, for her commitment to providing pro bono legal representation to low-income individuals and families. In addition to extensive volunteer service for the benefit of the community, Catharine has broad public policy experience in many key areas affecting our community and state. For example, she was Senior Legislative Assistant to California Congressman Sonny Bono, specializing in transportation infrastructure, natural resources and environmental policy, Medicare, Medicaid, health care, energy, agriculture, and Social Security. Catharine is a native Californian, born and raised in Cathedral City, California. Catharine earned her BA degree from the University of Chicago, Phi Beta Kappa and with honors. Catharine earned her JD degree from UC Berkeley School of Law.

2014 Business Law Section "How to" Webinar Series

How To: How to Form a Charitable Tax-Exempt Nonprofit Corporation

Presented by the Nonprofit Organizations Standing Committee

Thursday, December 4, 2014, 12 noon - 1 p.m.

This program offers 1 hours participatory MCLE credit. You must register in advance in order to participate.

This webinar first reviews the advantages and disadvantages of becoming a tax-exempt nonprofit corporation, structural considerations, legal formalities and tax requirements. It also includes the step-by-step process for corporate formation and applications for recognition of tax-exempt status. With speakers Louis E. Michelson and Heather Glick-Atalla.

How To: Online Privacy and Related State and Federal Laws

Thursday, December 11, 2014, 12 noon - 1 p.m.

This program offers 1 hours participatory MCLE credit. You must register in advance in order to participate.

The seminar will expand upon both corporate and personal privacy and the applicable state and federal laws. Speaker Salar Atrizadeh will provide helpful policies on how to protect privacy. During the seminar, he will discuss the European Union search engine privacy policies and how they administer or control search engines. He will also compare the policies of the European Union with United States. Mr. Atrizadeh will discuss social networking and search engine privacy and provide relevant case studies.

How To: Business Entity and Tax Planning for the Entertainment and Sports Client

Thursday, December 18, 2014, 12 noon - 1 p.m.

This program offers 1 hours participatory MCLE credit and 1 hour credit Elimination of Bias in the Legal Profession. You must register in advance in order to participate.

When an entertainment and/or sports client decides to venture into a new entertainment or sports project, an initial and very critical decision for his or her team of advisors relates to under what corporate form the business will be conducted and what tax issues may obtain to the various choices. This webinar will explore those choices and issues. With speakers Richard J. Idell and Stephen G. Weizenecker.

How To: Family Business Succession Planning

Thursday, January 8, 2015, 12 noon - 1 p.m.

This program offers 1 hours participatory MCLE credit. You must register in advance in order to participate.

More than 70% of family-owned businesses do not survive the transition from founder to second generation. This CLE program will explore techniques used to ensure a smooth transition of your client’s family business and its future owners. Emphasis will be placed on issues pertaining to management, ownership, taxes and family. With speaker Kelly L. McDonald.

How To: New Opportunities In Health Law

Thursday, January 15, 2015, 12 noon - 1 p.m.

This program offers 1 hour participatory MCLE credit.You must register in advance in order to participate.

The 2010 Affordable Care Act has transformed our nation’s health care system, creating myriad opportunities for attorneys and professionals along the way. Now more than ever, attorneys in most fields of practice are destined to overlap with health care law. For those specializing in other areas of law who may be considering the timely switch into health care (and even those already testing the waters), this presentation is designed to identify logical points of transition from the following practice areas:

  • Labor and Employment Lawyers
  • Transactional Lawyers (non-health care)
  • Family Lawyers
  • Antitrust
  • Litigation (non-health care)
  • Real Estate

    With speaker Craig B. Garner.

 How To: How to Translate a Term Sheet into a Draft Agreement

Thursday, January 22, 2015, 12 noon - 1 p.m.

This program offers 1 hour participatory MCLE credit. You must register in advance in order to participate.

Often, junior associates or other practitioners new to contract drafting are asked to draft an agreement based on a non-binding term sheet or letter of intent. Commonly, the attorney will be pointed in the direction of some useful "precedent," but will still need to make some fundamental determinations. For example, what structure best fits the intended transaction (is it a stock purchase, asset purchase, joint-venture, or other type of transaction); how best to translate the business terms into legal provisions (for example, is the intention of the parties best implemented through a representation, warranty, covenant, condition, or a combination of all or some of these); what terms are missing from the term sheet, and is the omission deliberate or should the attorney assume standard provisions apply; and what provisions in any given precedent are not applicable (or need to be modified) to give proper effect to the intent of the parties? This How-To-Webinar will provide you with a concrete understanding of what is entailed in translating a term sheet and practical tips for undertaking this type of task. With speakers Julia A. Ryan and Donald Scotten.

How To: Update Your Environmental Due Diligence Practices – A Focus on Water Resources

Presented by the Business Litigation Committee

Thursday, January 29, 2015, 12 noon - 1 p.m.

This program offers 1 hour participatory MCLE credit. You must register in advance in order to participate.

Business lawyers and their clients must consider more than property contamination “superfund” issues when reviewing the environmental risks and viability of business transactions. Recent legislation and regulatory developments highlight the importance of covering the full range of water-related issues, from wastewater and stormwater to groundwater management and other water supply impacts. This program updates the issues business lawyers should place on due diligence checklists, also including trends relating to assessments relating to site contamination. With speaker Katharine E. Wagner.

How To: Best Practices for Collecting Unsecured Trade Debt

Presented by the Business Litigation Committee

Thursday, February 5, 2015, 12 noon - 1 p.m.

This program offers 1 hour participatory MCLE credit. You must register in advance in order to participate.

Today's solid business partner is tomorrow's bankruptcy debtor. Attorneys working with trade creditors must act prudently to recover the maximum on a past due debt. This How-To Webinar will help you identify key solvency concerns, structure alternative payment arrangements, and protect your client against a possible bankruptcy filing. Key provisions of the UCC and the Bankruptcy Code will be discussed and explored. With speakers Phil Rhodes and Peter Isola.

How To: Choice of Entity: Tax, Liability, Flexibility and Other Implications

Thursday, February 12, 2015, 12 noon - 1 p.m.

This program offers 1 hour participatory MCLE credit. You must register in advance in order to participate.

This program will review the types of business entities recognized under California law, the basics of their corporate law structures and address the relative tax and non-tax advantages and disadvantages of C-corporations, S-corporations, limited liability companies and partnerships under differing circumstances and in different types businesses. With speakers Layton Pace and Loryn Arkow.

Webinar: Guaranties: Drafting and Enforcement Issues

Monday, December 8, 2014, 12 noon- 1 p.m. (Pacific)

This program offers 1 hour participatory MCLE credit. You must register in advance in order to participate.

Avoid some of the common drafting pitfalls, and learn about enforcement strategies from the trenches. This program will be beneficial to anyone who relies on personal and corporate guaranties for credit enhancement and effective enforcement of judgments. With speakers Nick De Lancie, Edward Grenville, Richard Rogan and Steven Garcia.

CFSC and FIC to Co-Sponsor End of Year Holiday Party!

On the evening of December 1, 2014, two BLS Standing Committees, the Consumer Financial Services Committee ("CFSC") and Financial Institutions Committee ("FIC"), will co-host an end-of-year holiday party at DLA Piper's office in San Francisco. The party will be co-sponsored by the San Francisco Bank Attorneys Association and DLA Piper. If you are interested in attending, or would like more information on either committee's events, please contact Kristina Del Vecchio (kristina@josephandcohen.com) or Mike Zandpour (Mike.Zandpour@cnb.com). Each committee hosts monthly dial-in calls offering MCLE credit on banking and consumer finance-related topics. The CFSC also has openings for new members and is soliciting applications. For more information on applying, please contact Kristina Del Vecchio.

Business Litigation Committee Conducting Webinar on Practical Aspects of Guarantee Drafting and Use.

This noon December 8th one hour program will be beneficial to anyone who relies on personal and corporate guaranties for credit enhancement and effective enforcement of judgments. The speakers will cover key provisions of any effective guaranty and how to avoid common pitfalls when drafting them. They will also review frequently encountered enforceability issues related to guaranties, such as those affecting cross-stream and upstream guaranties, issues arising when the guarantor is not a U.S. entity, and strategies for enhancing enforceability in the post-2008 financial crisis environment. This program offers one hour of participatory MCLE credit. You must register in advance in order to participate. For more information, please contact Steven Garcia at sgarcia@capps.com.

PLLC Committee Seeking New Members!

One of the main goals of the Partnerships and Limited Liability Companies Committee ("PLLC") this year is to finalize and publish an update to its 2001 report entitled "Guide to Organizing and Operating a Limited Liability Company in California". This publication became out of date with the enactment of the Revised Uniform Limited Liability Company Act at Cal. Corp. Code § 17701.01 et. seq. The PLLC is also planning to sponsor programs that are helpful to practitioners in this practice area. The PLLC maintains a dedicated core group of professionals working on these issues, but seeks additional members to assist with its goals. If you are interested, please contact the current Chair, Rachelle Cohen at rcohen@kscllp.com or 310-820-3455.

State Bar Board of Trustees Approves ALP with Technical Amendments to RULLCA

The PLLC is sponsoring an Affirmative Legislative Proposal (ALP) that, if considered and passed by the California legislature, would make changes to the Revised Uniform Limited Liability Company Act (RULLCA) that went into effect on January 1, 2014. This ALP makes changes to RULLCA that will correct errors and address issues some practitioners had with the change to RULLCA from the pre-existing Beverly-Killea Limited Liability Company Act. The PLLC passed an initial hurdle when, on November 6, 2014, the State Bar Board of Trustees approved the ALP. Next up, the ALP must be sponsored by a member of the legislature. Stay tuned!

ILC Members Publish Articles in the Business Law News

Several members of, and advisors to, the Insolvency Law Committee (ILC) drafted articles published in the latest issue of the BLS' Business Law News (Issue 3, 2014). With Steve Gubner, ILC Co-Vice Chair Corey R. Weber co-authored Ponzi Schemes and Poker -- Is Recovering Gambling Losses a Winning Hand? Former ILC Chair Donna Parkinson authored Executive Benefits Ins. Agency v. Arkison (In re Bellingham Ins. Agency, Inc.): United States Supreme Court Defines the Statutory Boundaries of Article I Bankruptcy Judges after Stern v. Marshall. Finally, Advisors Tom Phinney and Paul Pascuzzi contributed their self-study article Test Your Knowledge: Recent Developments in Insolvency Law. For more information about the ILC, please contact Co-Chair Monique Jewett-Brewster at monique.jewettbrewster@bryancave.com.

Don't Just Follow The Section on Social Media, Become a Contributor and Make Yourself Heard.

Perhaps you know that the BLS maintains a presence on LinkedIn, Twitter, and Facebook, on which it posts regular updates about new cases, new regulations, key legislative developments, and news and events from all of the BLS's standing committees. What you may not know is that you can not only send items to the BLS to post or tweet, but also suggest items from your own social media pages for the BLS to re-post, re-tweet or like. Doing so expands the reach of what you have to say to everyone who likes or follows the BLS on its various social media platforms and may result in the BLS following you itself! Please submit your suggested items for consideration or direct any questions to BLS Social Media Subcommittee chair Sarah DedDiego (sarah@dediegolaw.net), BLS Vice-Chair of Member Services Robert G. Harris (rob@bindermalter.com), or Tom Phinney (tom@parkinsphinnety.com) and join the fray!

Are You Interested in a Specialty Area of Business Law? Join a Constituency List to Receive Regular E-Bulletins in Your Area of Interest.

The 15 BLS Standing Committees publish e-bulletins announcing developments in their area of law and upcoming events open to BLS members. As a BLS member, you can sign up to receive these e-bulletins from any BLS Standing Committee. If you are a BLS member already then please click HERE, log in, and follow the instructions to update your contact information and receive electronic communications from one or more BLS Standing Committees.

Join a Standing Committee

Standing Committees continue to accept applications to fill vacant seats. Practitioners and other legal professionals who are members of the Business Law Section of the State Bar and who have at least five (5) years experience are eligible to apply. Membership on a committee affords unique opportunities to participate in the creation of law in your practice area, to get to know and be known by other practitioners, to work with the recognized leaders in your field and to stay on the cutting edge of developments and practice techniques. It is a rewarding experience that keeps one ahead of, and in touch with, business law developments. Most committees meet once a month, often by phone. A description of the required commitment and application process, along with a link to the application, can be found at the following link at the State Bar Website HERE.

Get involved with the Business Law News!

The Business Law News ("BLN") has often been called the most significant membership benefit of the Section. Published quarterly, BLN reaches the entire Section, over 8,500 members. Publishing in BLN is a terrific opportunity, both to influence the discourse in the areas in which you practice and to market yourself and your practice.

What's more, BLN is now more accessible than ever. BLN is pleased to announce that each issue is now available online. The current issue, plus all prior issues from 2013 on, are available HERE.

Now is your chance to participate! BLN is actively seeking submissions for its next issue - Issue 1, 2015 - on any topic of interest to the business law community. Articles addressing issues that you regularly (or even unexpectedly) encounter in your practice would likely be helpful to the membership at large. The deadline for submissions is November 15, 2014.

BLN is also seeking submissions from Standing Committees for its Annual Review issue. This year, BLN's goal is to get 100% participation from the Standing Committees. The Annual Review is an excellent chance to promote the hard work your Standing Committee has been doing in the past year and to weigh in on those issues most important to your Standing Committee's constituency. The deadline for submissions is January 15, 2015.

If you are interested in writing for BLN, please contact Editor-in-Chief Jerry Grossman at grosspersonlaw@gmail.com. You can find BLN's submission guidelines HERE.

Connect 15

You are invited to attend a September meeting of one of the fourteen Standing Committees, many of which will be held at the State Bar's annual meeting in San Diego (see below). Meet committee members in person and some meetings even offer CLE credit! Please see the contact person listed below to rsvp or request more information. Follow us on Twitter @calbarbuslaw. Use a Standing Committee's hashtag to search for tweets by that committee in its designated field and to re-tweet.

Standing Committee meeting dates

BLS Standing Committee

Twitter hashtag

Meeting Date

Time

Person to Contact
for More Information

Agribusiness

    #CalBarAg

12/2/14

1:30 p.m.

Kathleen Abdallah
kabdallah@kroloff.com

Business Law News -- Editorial Board

    #CalBarBLN

NA

 

Jerome Grossman
grosspersonlaw@gmail.com

Business Litigation

    #CalBarBusLit

12/3/14

9:30 a.m.

Peter Bronson
pbronson@pbronsonlaw.com

Commercial Transactions (formerly UCC)

    #CalBarCTC

12/5/14

12:00 p.m.

John Engel
engel@sullivanhill.com

Katherine Bell
KatherineBell@paulhastings.com


Consumer Financial Services

     #CalBarCFSC

12/18/14

11:30 a.m.

Kristina Del Vecchio
kristina@josephandcohen.com

Corporations

    #CalBarCorps

12/5/14

9:30 a.m.

Peter Menard
pmenard@smrh.com

Michael Henry
michael.henry@sce.com
Cyberspace Law

     #CalBarCyblaw

12/9/14

12:30 p.m.

Raffi Zerounian
rzerounian@hansonbridgett.com

Karl Kronenberger
info@krinternetlaw.com
Financial Institutions

     #CalBarFIC

12/9/14

9:30 a.m.

Mike Zandpour
Mike.Zandpour@cnb.com
Franchise Law

    #CalBarFLC

12/11/14

9:30 a.m.

Tal Grinblat
tgrinblat@lewitthackman.com

Grant Nigolian
grant@gan-law.com
Health Law

    #CalBarHealth

12/5/14

9:00 a.m.

Craig Garner
craig@craiggarner.com

Insolvency Law

    #CalBarILC

NA


Monique Jewett-Brewster
Jewett-brewsterm@bryancave.com

Van Durrer
vdurrer@skadden.com
Insurance Law

     #CalBarIns

NA


Armand Feliciano
armand.feliciano@acicnet.org
Non-Profits

    #CalBarNPO

NA

Carol Bradford
cbradford@calfund.org
Opinions

    #CalBarOpinions

NA

 

James F. Fotenos
jfotenos@greeneradovsky.com

Rick Frasch
rnfrasch@gmail.com
Partnerships and Limited Liability Companies

     #CalBarPLLC

12/11/14

12:00 p.m.

Rachelle Cohen
RCohen@kscllp.com

* The Corporations and Nonprofits Committees will not hold an November meeting.

Contact Us

Business Law Section
The State Bar of California
180 Howard Street
San Francisco, CA 94105-1639
415-538-2570
FAX 415-538-2368