Business Law Section
News from the Section
What’s New About BLS And Social Media?
The BLS is excited that it now has its very own Facebook page and Twitter account. The links are: www.facebook.com/calbarbuslaw, www.twitter.com/calbarbuslaw. Just click on the links, and they will take you to the site if you already have an account or ask you to open an account first before going to the sites. If you do not have an account on either Facebook or Twitter, consider opening one today and expand your BLS world. Once on, please “Like” or “Follow” the BLS, as the case may be, so that you can keep up-to-date on the activities of the BLS. For the uninitiated, what “like” means on Facebook is that postings by BLS will appear on your Facebook newsfeed for you and, if you choose, your friends to see; when you “follow” someone on Twitter then you can see their tweets, in the case of BLS short items with a link, when you log onto Twitter.
Agribusiness Committee Farm Bureau Program Features Key 2012 Legal Updates and Free CLE for BLS Members.
The annual Farm Bureau legal update and MCLE program sponsored by the Section’s Agribusiness Committee will take place on Friday, February 10, 2012, from 10:00 a.m. to 3:00 p.m. at 2300 River Plaza Drive in Sacramento. Key legal issues and recent decisions, as well as, statutory and regulatory changes will be the focus of a discussion led by Farm Bureau’s staff of legal experts. This program qualifies for 1.0 hour of General MCLE and is free for BLS members. The program is limited to the first 30 registrants.
Contact the Ag Committee Chair, Sam Zanutto at szanutto@agloan.com or Vice-Chair, Richard Ross at richross@calcounsel.com, for more information and to register.
ILC Members Author Article On BAPCPA’s Impact On Application Of The Absolute Priority Rule In Individual Chapter 11 Cases.
In the current issue of Business Law News (Issue 4, 2011), three members of the Section’s Insolvency Law Committee (“ILC”) address a question that is receiving growing attention but inconsistent results in courts around the country: did the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA), in expanding the definition of property of the estate in an individual Chapter 11 case, abolish the Absolute Priority Rule? The case law is split: "broad view" cases hold that the amendments did just that, allowing the individual Chapter 11 debtor, whose plan does not pay unsecured creditors in full, to cram it down on impaired classes of creditors that do not vote to accept it. “Narrow view” cases preclude such debtors from retaining anything more than pre-petition exempt property and actually expand the Absolute Priority Rule and limit still further the individual's ability to reorganize. With the first appellate case to be argued in February, 2012 before the U.S. Bankruptcy Appellate Panel of the Ninth Circuit, and another on direct appeal to U.S. Court of Appeals for the Fourth Circuit, the article’s analysis of the approaches taken by courts so far, questions left unaddressed, and approaches that might be taken is potentially of great use to practitioners who face this issue. Hard copies of BLN issue No. 4 are in the mail to BLS members.
Business Litigation Anyone?
The Business Law Section is considering forming a new business ad hoc litigation committee. The business litigation committee would be comprised of interested members of the Section. The purpose of the new ad hoc committee would be to create educational programs for transaction lawyers on best practices based on lessons learned in business litigation. If this is something you would be interested in joining or learning more about, contact Mark Porter at mporter@fenwick.com or Jeffrey Dasteel at jeffrey.dasteel@gmail.com.
Is A Letter Of Credit Ever A Guaranty?
On January 20, 2012, the U.S. Court of Appeals for the Ninth Circuit decided CRM Collateral II, Inc. v. Tricounty Metropolitan Transportation District of Oregon, 2012 WL 164537. At issue was whether a party that obtains a letter of credit to support a debt owed by someone else is entitled to the defenses available to a surety under non-UCC state law. The Ninth Circuit reversed a District Court decision and ruled in favor of the beneficiary. The Section’s Commercial Transactions Committee has done an informative and insightful analysis of the decision, which is available HERE.
Consumers, Credit Repair Organizations, And The Supremes
On January 10, 2012, the United States Supreme Court issued an 8-1 decision holding that consumers can be compelled to arbitrate claims under the Credit Repair Organizations Act (CROA). In so holding, the Court reversed the Ninth Circuit's determination that Congress intended claims under the CROA to be non-arbitrable. Just two days later the Section’s Consumer Financial Services Committee reported on the decision as part of its continuous efforts to keep its constituency informed on matters of importance. The decision is available HERE. Contact the Committee HERE to obtain more information about this topic.
Financial Institutions Committee Presents Dodd-Frank Act Program
On January 10, 2012, the Section’s Financial Institutions Committee presented the program Dodd Frank Act: Compliance Hurdles and Implementation Challenges at the Federal Reserve Bank of San Francisco. There were more than 100 attendees at the program, which featured a panel discussion of the current regulatory environment for financial institutions, including a discussion of the current areas of focus for regulators and the efforts of financial institutions to comply with new regulations. The distinguished panelists were Edwin Chow, Regional Director of the Consumer Financial Protection Bureau; George Doerr, Deputy Regional Counsel of the FDIC; William Kroener of Sullivan & Cromwell, LLP and the former General Counsel of the FDIC; Walter Mix of the Berkeley Research Group and former Commissioner of the California Department of Financial Institutions; Gerald Tsai, Associate General Counsel and Secretary of the Board of the Federal Reserve Bank of San Francisco; and John Wright, Chief Regulatory Counsel of Wells Fargo Bank, N.A. The program was organized by Financial Institutions Committee Advisors Laura Dorman and Maureen Young and moderated by Ms. Young. The program materials are available upon request by contacting Sheryl Kolas at Sheryl.kolas@bingham.com.
Cyberspace Committee – Talking About Free Speech In The Networked World
On November 30, 2011, the Section’s Cyberspace Committee and the Stanford Law School Center for Internet and Society co-hosted From Public Squares to Platforms: Free Speech in the Networked World. This special evening event attracted over 90 attendees for a robust discussion about the opportunities and challenges for free speech as it increasingly moves to the online space. The diverse panelists from academia, public interest, and private practice included Dorothy Chou, Senior Policy Analyst for Google; Philip Hammer, who successfully litigated the Pruneyard cases in the California and United States Supreme Courts; Andrew McLaughlin, Non-Residential Fellow at the Center for Internet and Society; Laurence Pulgram, Partner and Chair of Commercial and Copyright Litigation Group at Fenwick and West LLP; and ACLU of Northern California Staff Attorney Linda Lye. The panel was moderated by Cyberspace Committee Co-Chair Nicole Ozer. If you missed the event, you can watch the panel presentation and learn more about these emerging free speech issues at http://cyberlaw.stanford.edu/node/6749.
Reverse Merger Companies Are Subject To More Stringent Listing Requirements
Did you know that on November 9, 2011, the SEC approved new rules proposed by the New York Stock Exchange LLC, the NYSE Amex and the NASDAQ Stock Market imposing more stringent listing requirements for reverse merger companies? The new rules define a "reverse merger" as any transaction in which a private operating company becomes a reporting company under the Securities Exchange Act of 1934 by combining with a shell company by means of a reverse merger, exchange offer or otherwise. Click HERE for the terrific recent analysis of the new rules by the Section’s Corporations Committee.
12 Ways To Stay Connected
Stay connected with what is happening in the diverse areas of business law practice by attending a monthly meeting of one or more Standing Committees of the Business Law Section. Your interest and presence would be welcome. So, if you want to attend one or more meetings in February, consult the meeting calendar below and contact the appropriate person for more information.
Agricultural Law Sourcebook Available
Ten years in the making, the Agricultural Law Sourcebook CD, produced by the Agribusiness Committee, is now available for purchase. The Sourcebook contains a wide variety of forms in Microsoft Word format (68 in all), including real estate purchase agreements, leases, easements, intellectual property agreements, loan documents, farm labor contracts, crop purchase agreements, crop loss settlements and more. Every effort has been made by the Committee to present current and relevant material. The Agricultural Law Sourcebook reflects input from experienced transactional attorneys who practice in the agricultural arena throughout the State of California. Practitioners may find many of the templates to be adaptable to other areas of practice that extend beyond the scope of ranching and farming. Priced at $35 for Business Law Section members and $95 for non-members, the Sourcebook is available on CD through the State Bar Sections Bookstore website. Click HERE to get your copy now.
Cyberspace Law Committee Primer Provided to Legislators Now Available for Free Download
This year the BLS Cyberspace Committee officially released and presented to lawmakers Cyberspace Law and Policy: A Primer for State Policymakers, a publication designed to brief California state legislators and others on relevant cyberspace law issues. The Primer was drafted by various Committee members and advisors and covers topics such as privacy policies, spam, spyware, “phishing,” behavioral advertising, radio frequency identification devices (RFID), the Communications Decency Act, and social networking. The Primer is now available to the public and may be downloaded by clicking HERE.
Prior “Essentials of Business Law” and “Focus On The Economy” Webinars Now Available Online
Did you miss any of the webinars in the Essentials of Business Law Series? You can access great programs such as “Essentials of IP in Business Law,” “Essentials of the New Consumer Financial Protection Laws: What They Mean For Your Law Practice,” Essentials of Cyberspace Law: User-Generated Content, Privacy, and Advertising,” and “Essentials of Small Business Workouts and Bankruptcy” simply by going to www.calbar.org/online-cle and then clicking on “Business Law”. Additionally, all of 2009's “Focus on the Economy” series is available free to BLS members in the Members Only Area..
Save money with CEB
Continuing Education of the Bar, California (CEB) is extending some special discount offers to our section. As a member of the Business Law Section, you're eligible for:
- 10% off selected CEB print or online books
- A rebate on your section dues that can be applied to the cost of a CEB Gold CLE Passport or a CLE program ticket
A complete list of the products eligible for a discount is available on a CEB web page accessible through our Members Only Area. Information about the section dues rebate program can be found on the CEB Web site.
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