Business Law Section

http://www.calbar.org/buslaw/facebook_32.png http://www.calbar.org/buslaw/twitter_32.png LinkedIn Like us on Facebook! Follow us on Twitter. Follow our discussions on LinkedIn

Top News

2014 Business Law Section "How to" Webinar Series

How To: Drafting 101 - Easements for Business Lawyers

Thursday, November 6, 2014, 12 noon - 1 p.m.

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

This presentation discusses how to draft easement agreements and why it can be very risky to approach the process casually. The program discusses drafting issues and common pitfalls that should be kept in mind in whenever easement rights are documented. With speaker Paul Carey.

How To: Best Practices for Drafting (and Reviewing) Contract Clauses for Limiting Liability

Presented by the Commercial Transactions Standing Committee

Thursday, November 13, 2014, 12 noon - 1 p.m.

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

Attorneys who draft contracts – and those who review other parties' drafts – must grasp the workings of key clauses for managing and allocating risks, such as: representations and warranties; indemnity obligations; insurance requirements; limitations of liability, and the importance of choice of law and forum designation. This How-To Webinar will provide you with checklists and practical takeaways for issue-spotting and negotiation, along with tips on getting the best available deal for your clients. With speakers James Snyder, Coverity; John Stoner, Stoner Fox Law Group, LLP; Dell Charles Toedt, III, University of Houston Law Center.

How To: Indemnification in Private Company Acquisitions

Thursday, November 20, 2014, 12 noon - 1 p.m.

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

In private company acquisitions, indemnification provisions serve to allocate risk between parties by requiring one party to pay for the expenses and losses incurred by others. While there is no standard indemnity provision that suits all purposes, we will discuss the basic building blocks of these provisions: caps on liability (including baskets and deductibles), scope of coverage and survival of claims. With speakers

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 offer 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 speaker Salar Atrizadeh.

How To: Online Privacy and Related State and Federal Laws

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

This program offer 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. Mr. 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 offer 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 offer 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 offer 1 hours 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 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.

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.

Cyberspace Symposium and Free MCLE!

On October 7, 2014, from 4:00–7:00 p.m., the Cyberspace Law Committee will present a complimentary Symposium at UC Hastings College of the Law entitled "Representing the Tech Company of the Future" – A Current and Future Focus on Hot Topics in Cyberspace and Privacy Law."

Panel 1 on "THE FUTURE OF CYBERSPACE LAW" will provide a short history of cyberspace on "how we got here," then discuss hot button topics for in-house attorneys and IP issues online, and conclude with a presentation about where the law is going by analyzing recent IP cases before the U.S. Supreme Court. This panel will include in-house counsel from circleup.com and Kabam, an internet practitioner, former PTAB judge Neil Smith, and Rory Little, Professor at UC Hastings College of the Law.

Panel 2 is entitled "PRIVACY IN THE INTERNET OF THINGS" and focuses on current hot privacy topics and high profile litigation. The speakers include Ian Ballon, Author of "E-Commerce and Internet Law;" Cindy Cohn, Legal Director and General Counsel of the Electronic Frontier Foundation; Tuan Le, Senior Counsel at Intel Corporation; Paola Zeni, Director of Global Privacy, Ethics & Compliance at Symantec Inc.; and Jack Lerner, Professor at U.C. Irvine School of Law.

The event is FREE but an RSVP is required as space is limited. 2.0 hours of free MCLE provided by UC Hastings is included, and the event will be followed by a hosted reception with wine tasting sponsored by the B.R. Cohn Winery. Please RSVP at https://uchastings.webconnex.com/futuretechco

The event is FREE but an RSVP is required as space is limited. 2.0 hours of free MCLE provided by UC Hastings is included, and the event will be followed by a hosted reception with wine tasting sponsored by the B.R. Cohn Winery. Please RSVP at https://uchastings.webconnex.com/futuretechco

Webinars

Webinar: Hidden Liens, Tax Lien Traps and Things You Never Knew About the UCC

Presented by Business Law Section and Insolvency Law Committee

Tuesday, October 7, 2014, 12 noon - 1 p.m.

This program offers 1 participatory MCLE credit inluding 1 hour in Legal Specialization in Bankrupcy Law. You must register in advance in order to participate.

What You Don't Know CAN Hurt You: Inchoate Liens

Your client's collateral may be encumbered by senior liens that attach and are perfected without knowledge or notice. The speakers will reveal and discuss hidden liens, such as PACA liens, producers' liens and others.

Taxes May Be Unavoidable, But What About Tax Liens?

The speakers will discuss the scope of federal tax liens, their effect on third parties and the 45-day "safe harbor" period. They will also discuss bankruptcy issues, such as avoidance of tax liens in bankruptcy, adequate protection, cash collateral, exemptions and different treatment between Chapter 7 and Chapter 11.

Surprise! Things You Never Knew About The UCC

Speakers:

  • Richard A. Lapping, Law Office of Richard A. Lapping
  • Jane Springwater, Friedman & Springwater LLP
  • Michael St. James, St. James Law, P.C.

Moderator: Reno F.R. Fernandez III, Macdonald Fernandez LLP

ILC Recognizes Attorney Michael T. O'Halloran

Photo of Michael T. O'HalloranEvery month, the BLS E-News will recognize one attorney whose accomplishments stand out. This month, the Insolvency Law Committee (ILC) has put forth Michael T. O'Halloran, a long-time member and contributor to ILC's programs and publications, for receiving the California State Bar President's Pro Bono Service Award. For 25 years, Mr. O'Halloran of the Law Office of Michael T. O'Halloran has devoted untold hours representing poor and disadvantaged people whose financial lives were in disarray. In 2013, he contributed more than 120 hours for 35 pro bono clients. As a certified bankruptcy specialist, Mr. O'Halloran is especially qualified to help vulnerable people, including the unemployed, veterans, the homeless, the mentally ill, and those with HIV/AIDS, gain a fresh start through bankruptcy. He has volunteered his services to the San Diego Volunteer Lawyer Program, the San Diego Veterans Stand Down, and the Women's Resource Fair. In addition to aiding disadvantaged individuals, Mr. O'Halloran has participated in and strengthened programs that provide financial counseling and education. He has consulted on the credit education program offered by the bankruptcy court, lectured to high school and college students about credit and debt, taught counselors of the Thomas Jefferson School of Law Veterans Legal Assistance Clinic, and mentored numerous new bankruptcy lawyers. Also, he has served as a volunteer mediator in the bankruptcy court mediation program for 25 years. Cheers to you, Mr. O'Halloran

If you know a member of the Section whose accomplishments, either recent or overall, merit recognition such as that which you see above, please contact Jill Kovar at jill.kovar@unionbank.com.

Make a Splash at the Agribusiness Water Tour!

The Agribusiness Committee is sponsoring a water tour of key areas within the northern portion of the San Francisco San Joaquin Delta. The tour will focus on a discussion of the Bay Delta Conservation Plan, some of the challenges associated with maintaining the Delta levees, and current conservation efforts in the Delta. The tour will include stops on Delta islands and pumping stations. Speakers experienced in the myriad of Delta issues, including representatives from the private and public sectors, will provide relevant information and discuss the pertinent issues associated with each stop. The date of the tour is November 14, 2014, from 9:00 am to 4:00 pm, leaving from Old Sacramento. MCLE and box lunches will be provided. For more information, contact Kathleen Abdallah at kabdallah@kroloff.com.

Commercial Transactions Committee – Year in Review!

The Commercial Transactions Committee (CTC) would like to share with you its 2014 accomplishments, which include: (1) partnering with Professor Stephen Sepinuck to share commercial law developments that generate timely CTC e-Bulletins, (2) posting an updated Hidden Liens Report online in a user friendly format, (3) preparing recommendations regarding the new Uniform Voidable Transactions Act, recently approved by the National Conference on Uniform State Laws for adoption in all states to amend and rename the Uniform Fraudulent Transfers Act, (4) commenting on the Opinion Committee's draft Sample California Third-Party Opinion for Personal Property Secured Financing Transactions, and (5) participating at the 2014 State Bar Annual Meeting by presenting "The Intersection (Collision) of Commercial law and Bankruptcy."

If you would like to get involved with the CTC, contact Co-Chair John Engel at engel@sullivanhill.com or Co-Chair Katherine Bell at KatherineBell@paulhastings.com.

2014 Annual Meeting Wrap-up!

As another Annual Meeting comes to an end, we'd like to take this opportunity to highlight a few of the BLS panel presentations that took place during this eventful week.

Partnerships and LLCs:

Donald Scotten and Rachelle Cohen presented a program on limited liability company operating agreements. The presentation focused on what practitioners should consider varying in form operating agreements, especially considering the new changes brought on because of the enactment of the Revised Uniform Limited Liability Company Act.

Cyberspace:

The Cyberspace Committee covered Recent Developments in Intellectual Property, eCommerce and Privacy. Panel speakers Robert Hawn, Raffi Zerounian and Sarah De Diego provided an overview of the basics of internet law including online privacy, advertising, intellectual property and ethical rules governing attorney advertising.

Photo of panelists giving presentation at Recent Developments in Intellectual Property, eCommerce and Privacy. Pictured are Robert Hawn, Sarah De Diego

Insolvency:

The Insolvency Law Committee organized and presented the following six programs: (1) "Chapter 11 in a Nutshell," covering the basics of a chapter 11 bankruptcy reorganization; (2) "It's Not Over 'Til It's Over: Closing Bankruptcy Cases," addressing post-discharge and post-confirmation clean-up issues in chapter 7 and 13 cases; (3) "Bankruptcy Jurisdiction: Impact of the United States Supreme Court's Latest Decisions," focusing on the power of the bankruptcy court to enter final judgments in light of recent Supreme Court cases; (4) the "Ninth Circuit Bankruptcy Year in Review," reviewing recent bankruptcy decisions of the Ninth Circuit, its Bankruptcy Appellate Panel and the Supreme Court; (5) the "Consumer Bankruptcy Primer: Competency Pointers and Pitfalls to Avoid," addressing common pitfalls in representing debtors in consumer bankruptcy cases; and (6) "The Intersection (Collision) of Bankruptcy and the Uniform Commercial Code," exploring the Commercial Code and bankruptcy law. Each of the programs was well-attended, well-presented and an overall success. Presenters included Katherine E. Bell, Van C. Durrer II, Reno F.R. Fernandez III, Radmila Fulton, Gabriel I. Glazer, Robert G. Harris, M. Jonathan Hayes, James P. Hill, Adam A. Lewis, Judge Charles Novack, Michael T. O'Halloran, Christine M. Pajak, The Honorable Laura Taylor, Alan Vanderhoff, and Dennis J. Wickham.

If you missed anything or could not attend the Annual Meeting, look for future editions of this publication for links to audio and video replays that you can view for MCLE credit.

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 as to 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 you may have to BLS Executive Committee Vice-Chair Robert G. Harris (rob@bindermalter.com) or Sarah De Diego (sarah@dediegolaw.net) and join the discussion!

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 on the following link at the State Bar website.

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 14 BLS Standing Committees publish e-bulletins announcing developments in their respective areas 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.

Contribute to the Business Law News!

The BLN is actively seeking submissions from the BLS for its next issue – Issue 1, 2015 – on any topic of interest to the business law community. The deadline for submissions is November 15, 2014. If you are interested in participating, please contact Editor-in-Chief, Jerry Grossman at grosspersonlaw@gmail.com. For your reference, BLN's submission guidelines are available at http://businesslaw.calbar.ca.gov/Publications/BusinessLawNews /
BusinessLawNewsSubmissionGuidelines.aspx

Connect 14

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

10/7/14

1:30 p.m.

Kathleen Abdallah,
kabdallah@kroloff.com

Business Law News – Editorial Board

#CalBarBLN

NA

 

Jerome Grossman,
grosspersonlaw@gmail.com

Business Litigation

#CalBarBusLit

10/8/14

9:30 a.m.-11:30

Peter Bronson, pbronson@pbronsonlaw.com 

Commercial Transactions (formerly UCC)

#CalBarCTC

10/14/14

12:00 p.m.

John Engel,
engel@sullivanhill.com

Katherine Bell,
KatherineBell@paulhastings.com


Consumer Financial Services

#CalBarCFSC

10/16/14

11:30 a.m.-1:00 p.m.

Kristina Del Vecchio, kristina@josephandcohen.com

Corporations*

#CalBarCorps


11/7/14

9:30 a.m.-12:30 p.m.

Peter Menard,
pmenard@smrh.com

Michael Henry,
michael.henry@sce.com

Cyberspace Law

#CalBarCyblaw


10/14/14

12:30 p.m.- 2 p.m. (lunch)

Raffi Zerounian,
rz@taillieulaw.com

Karl Kronenberger,
info@krinternetlaw.com

Financial Institutions

#CalBarFIC

10/14/14

9:30 a.m.

Mike Zandpour,
Mike.Zandpour@cnb.com

Franchise Law

#CalBarFLC

10/14/14

9:00 a.m. (with breakfast)

Tal Grinblat,
tgrinblat@lewitthackman.com

Grant Nigolian,
grant@gan-law.com


Health Law

#CalBarHealth

10/3/14

9:00 a.m.

Craig Garner,
craig@craiggarner.com

Insolvency Law

#CalBarILC

10/17/14

10:00 a.m.

Monique Jewett-Brewster,
Jewett-brewsterm@bryancave.com

Van Durrer,
vdurrer@skadden.com

Insurance Law

#CalBarIns

10/17/14

12:00 p.m.

Armand Feliciano, armand.feliciano@acicnet.org

Non-Profits*

#CalBarNPO

No meeting

Carol Bradford,
cbradford@calfund.org

Opinions

#CalBarOpinions

No meeting

 

James F. Fotenos,
jfotenos@greeneradovsky.com

Rick Frasch,
rnfrasch@gmail.com

Partnerships and Limited Liability Companies

#CalBarPLLC

10/9/14

12:00 p.m.

Rachelle Cohen,
RCohen@kscllp.com

* The Corporations and Nonprofits Committees will not hold an October 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