Business Law Section

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2014 Business Law Section "How to" Webinar Series

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; D. C. 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 Scott Anthony and Ingrid L. Rechtin

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.

Nonprofit Organizations Committee Sees Its Affirmative Legislative Proposal Signed Into Law By Governor Brown.

The Non-profit Organizations Committee is pleased to announce that the Committee's AB 2755 which amends Corporations Code Section 5047 to make it clear that there is no such thing as a non-voting director, has been signed by Governor Brown and will become effective January 1, 2015. Section 5047 has been amended to make clear that a person is only a director as defined in the statute if that person has the right to vote as a member of the governing body and that a person who is a director by virtue of occupying a specific position within or outside the corporation (an ex officio director) can only be a director if that person has the right to vote as a member of the governing body. AB 2755 will thereby help improve the governance of California nonprofit entities.

BLS Set To Propose Legislation; Public Comments Are Invited And Welcome.

Three State Bar sections, including the Business Law Section, have submitted proposals for potential legislation. A brief description of these proposals and links to the text of the proposals have been posted on the State Bar website HERE.

These proposals are being circulated for public comment.

The Board of Trustees will consider these proposals during its meeting scheduled for November 6 – 7, 2014, at the State Bar offices in San Francisco. If you have comments on any of the proposals, please submit them by email by November 3, 2014 to Saul Bercovitch (saul.bercovitch@calbar.ca.gov) with a copy to Mark Weideman (mark@weidemangroup.com), Section Legislative Representative.

Insolvency Law Committee To Focus On Strategic Alliances With Other Groups In The Coming Bar Year.

In a bid to further strengthen the information it provides to those on its constituents, the Insolvency Law Committee ("ILC") is increasing its outreach to other like-minded groups, both within California and around the country. The ILC will be working closely with its existing members who are also involved with the California Bankruptcy Forum, the American Bankruptcy Institute, the Turnaround Management Association, the American Bankruptcy Association, the Beverly Hills Bar Association and the San Francisco Bar Association. ILC continues to reach out to other organizations, lawyers, and insolvency professionals of all kinds who might benefit from received ILC's free and informative E-Bulletins on new cases from courts in the Ninth Circuit and California legislationas well. If you know of anyone who would benefit from joining the ILC constituency list, or would like to help establish an alliance with the ILC on behalf of your organization, please contact Monique Jewett-Brewster at monique.jewettbrewster@bryancave.com or Van C. Durrer II at van.durrer@skadden.com.

Reminder About The Agribusiness Committee Water Tour; Announcement Of Other Tours Set For 2014/2015.

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 a.m. to 4 p.m., leaving from Old Sacramento. MCLE and box lunches will be provided. For more information or to sign up to attend, please contact Kathleen Abdallah at kabdallah@kroloff.com.

CTC receives authority to submit recommendations to the CA Law Revision Commission regarding changes to the UVTA

The CTC has received approval from the BLS to submit its Uniform Voidable Transactions Act recommendations to the California Law Revision Commission for consideration by the California legislature. CTC members Gabe Glazer and David Barton are expected to assist in the process of proposing and considering a bill in the California legislature. If you have any questions or 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.

Franchise Law Committee Works On Innovative Legislation.

The Franchise Law Committee is currently working on a proposed legislative amendment that facilitates the negotiation of terms in franchise agreements. Do you want to know more? If so, Please contact contact Tal Grinblat at tgrinblat@lewitthackman.com or Grant Nigolian at grant@gan-law.com for more information.

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!

Want to Receive Regular E-Bulletins in Your Area of Interest? Join a Constituency List!

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.

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 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

11/4/14

1:30 p.m.

Kathleen Abdallah
kabdallah@kroloff.com

Business Law News – Editorial Board

    #CalBarBLN

NA

 

Jerome Grossman
grosspersonlaw@gmail.com

Business Litigation

#CalBarBusLit

11/5/14

10:00 a.m.

Peter Bronson
pbronson@pbronsonlaw.com 

Commercial Transactions (formerly UCC)

    #CalBarCTC

11/12/14

12:00 p.m.

John Engel
engel@sullivanhill.com

Katherine Bell
KatherineBell@paulhastings.com


Consumer Financial Services

     #CalBarCFSC

11/20/14

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

11/11/14

12:30 p.m.- 2 p.m.

Raffi Zerounian
rzerounian@hansonbridgett.com

Karl Kronenberger
info@krinternetlaw.com
Financial Institutions

     #CalBarFIC

11/11/14

9:30 a.m.

Mike Zandpour
Mike.Zandpour@cnb.com
Franchise Law

    #CalBarFLC

11/13/14

9:00 a.m.

Tal Grinblat
tgrinblat@lewitthackman.com

Grant Nigolian
grant@gan-law.com
Health Law

    #CalBarHealth

11/7/14

9:00 a.m.

Craig Garner
craig@craiggarner.com

Insolvency Law

    #CalBarILC

11/21/14

10:00 a.m.

Monique Jewett-Brewster
Jewett-brewsterm@bryancave.com

Van Durrer
vdurrer@skadden.com
Insurance Law

     #CalBarIns

11/20/14

10:30 a.m.

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

    #CalBarNPO

11/14/14

10 a.m.-1 p.m. (lunch at noon)

Carol Bradford
cbradford@calfund.org
Opinions

    #CalBarOpinions

11/11/14

  10 a.m.

James F. Fotenos
jfotenos@greeneradovsky.com

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

     #CalBarPLLC

11/13/14

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