Business Law Section

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Top News

The Business Law Section is Co-sponsoring a Two-Part Ethics Program on Legal Ethics for Non-Litigators in the Client Life Cycle

Business Law Section members may be interested in a 2-part program on Legal Ethics for Non-Litigators in the Client Lifecycle, an Intellectual Property Law Section program that is being co-sponsored by the Solo and Small Firm Section and the Business Law Section.The program will provide ethical guidance for transactional lawyers tailored to their non-litigation practice. Through a series of hypotheticals, ethical rules as they apply through the “life cycle” with clients, will be explained. Part 1 -- Finding Clients (register HERE) will take place March 5, 2014, 12 noon - 1 p.m. Part 2 -- Representing Clients (register HERE) will take place on April 2, 2014, 12 noon - 1 p.m. Each program will offer 1 hour of participatory MCLE credit in Legal Ethics. Speaker Megan Zavieh's practice focuses exclusively on attorney ethics. She provides limited scope representation to attorneys facing State Bar disciplinary action and writes about ethics at websites such as California State Bar Defense, Lawyerist and AttorneyatWork.

Business Law Section Adds Business Litigation Standing Committee. Is it Right for You?

The newly-formed Business Litigation Committee held its first meeting on March 19, 2014 at the State Bar's offices in San Francisco. Approximately 30 people attended, both in person and by telephone, from all over the State. The Committee elected its first slate of officers to be submitted for approval by the BLS Executive Committee. The Committee has approved the formation of four sub-committees: Legislation, Communications, Programs, and Membership. The Committee's next meeting is set for 10 a.m. on May 7, 2014, and will be hosted by Buchalter Nemer at its offices in Los Angeles, Orange County and San Francisco. These three "live" sites will be connected by videoconference. Participants who cannot attend in person at any of the three venues will be able to take part by telephone. For more information, contact Peter Bronson at 916-444-1110 or pbronson@pbronsonlaw.com. You can sign up for ebulletins from the newly formed Committee in My State Bar Profile.

Nonprofit Organizations Committee to Hold a Joint Meeting with the Tax-Exempt Organizations Committee of the Taxation Section

On Wednesday, April 16, 2014 the BLS Nonprofit Organizations Committee will hold a joint meeting with the Tax-Exempt Organizations Committee of the Taxation Section from 10 a.m. to 1 p.m. in San Francisco. Speakers for the meeting will be Ms. Eddie Murillo-Corona and Mr. Ron Maddox of the Franchise Tax Board and Ms. Ellen Yamshon of the Office of the California Secretary of State. The topic for the meeting will be: "Nonprofit Update and Q & A with the Franchise Tax Board and the California Secretary of State."

For further information about the in-person meeting, contact Joel Corwin, Chair, at jcorwin@corwinlaw.us. You may attend the meeting by telephone as well. The call-in number is 855-520-7605, and the conference code is 7547908615.

Insurance Law Committee to Meet in April with Former Insurance Commissioner Judge Harry Low

The Insurance Law Committee will be addressed by former Insurance Commissioner Judge Harry Low on Friday, April 25, 2014 from 12 noon to 1:30 p.m. The meeting will be in Carlsbad, California, where the ABA Insurance Committee (TIPS) conference is taking place. Insurance Law Committee members are encouraged to attend in person.

Please contact Armand Feliciano at armand.feliciano@acicnet.org for more details.

The Annual Sacramento Day Legislative Meeting Sponsored Jointly by the Financial Institutions Committee and Consumer Financial Services Committee is Almost Here

On May 6, 2014, members of the Financial Institutions Committee and the Consumer Financial Services Committee will gather in Sacramento for meetings with leaders of the State's Assembly and Senate Banking committees, and with Kevin Gould, SVP/Director of State Government Relations, California Bankers Association. Attendees will lunch at the Esquire Grill, where the keynote luncheon speaker will be Jan Owen, Director of the Department of Business Oversight.

"Sacramento Day" or "Legislative Day," is a yearly event for the two committees that co-sponsor it. The event is held in the Legislative Office Building on N Street in Sacramento, and begins at 10 a.m., lasting approximately four hours. The lunch destination, the Esquire Grill at 1213 K Street, is a few blocks from the Legislative Office Building. The committees look forward to seeing their members there for an always enlightening and fun day. A formal notice and agenda will be distributed in April. Contact Laura Dorman (FIC) at ldorman@brg-expert.com or Kristina Del Vecchio (CFSC) at Kristina@josephandcohen.com with questions and to RSVP.

Upcoming Cyberspace Law Symposium -- Northern California Edition!

The Cyberspace Law Committee of the Business Law Section is pleased to announce its upcoming Cyberspace Law Symposium -- Northern California Edition, hosted by the Cyberspace Law Committee and the High Tech Law Institute of the Santa Clara University School of Law. The Cyberspace Law Symposium will be held on May 9, 2014 on the campus of Santa Clara University.

This half-day live program will present panel discussions on recent data privacy and cyber-security issues as well as updates on recent developments in laws relating to technology development and cloud-based services. Sessions will stream live online and will be eligible for MCLE credit. Through CLS's partnership with the International Association of Privacy Professionals (IAPP), CPE credit will also be offered for relevant panels.

Anyone who practices or is interested in these areas of law is encouraged to attend the May 9, 2014 program live or online. Registration information will be provided via the Cyberspace Law Committee e-bulletin (you can sign-up for e-bulletins in your State Bar profile). For further information please contact Committee Members: Mark Aldrich at maldrich@algapc.com or Raffi Zerounian at rz@taillieulaw.com.

CEB's Social Media Webinar Series

As a special member benefit, the Business Law Section is partnering with CEB to offer this six-part CEB series at a specially discounted rate for BLS members. You will learn how to identify the opportunities and potential legal obstacles social media presents to your clients and in your own practice. Programs start at noon on the indicated date, and run for an hour with corresponding CLE credit. Special series pricing is available until April 22. Call the toll-free number at 800-232-3444 to apply your one-time BLS member $75 CEB rebate, and receive the entire 6-hour series for only $424. CEB is a State Bar of California approved MCLE provider.

Date and Time Description
Tuesday, March 25, 2014 Productive Uses and Pitfalls of Social Media in the Workplace
1 hour participatory MCLE credit from CEB
[A replay will be available through CEB's On Demand Service.]
Tuesday, April 8, 2014 Online Defamation and Privacy
1 hour participatory MCLE credit from CEB
Tuesday, April 22, 2014 Who Owns Social Media Content--Employees or Employers?
1 hour participatory MCLE credit from CEB
Tuesday, May 6, 2014 Twicks and Twouble: Ethical Considerations for Attorneys when Using Twitter and Other Social Media for Networking
1 hour Legal Ethics participatory MCLE credit from CEB
Tuesday, May 20, 2014 #evidence: Social Media and Pre-Trial Strategies
1 hour participatory MCLE credit from CEB, including .25 hour in Legal Ethics
Tuesday, June 3, 2014 "Like" My Brand: Promoting and Defending IP on Social Media
1 hour participatory MCLE credit from CEB

Calling All Mentors – Guidance Needed for Young California Attorneys!

Don't miss out on this excellent opportunity to give back to your profession! As the BLS and CYLA mentoring program continues to grow, so does the need for mentors. Volunteer mentors meet telephonically for about an hour with a group of five mentees six times over the course of a year and are provided suggested (but not required) curricula and materials for the telephone calls. It's time to get involved! Please forward this to anyone who might be interested. Prospective mentors should e-mail bls.cyla.mentor@calbar.ca.gov. Young or new business lawyers seeking mentoring should e-mail cyla.bls.mentee@calbar.ca.gov. Please contact Isabelle Ord, Esq. with questions about the program at isabelle.ord@dlapiper.com.

Calling All Authors!

Looking for a way to share your expertise with over 8,000 attorneys throughout the State of California? Business Law News is looking for article submissions for its Issue 2. The deadline is March 31, 2014. If you are interested, please contact the Editor-in-Chief, Robert Brayer at rbrayer@americanmlg.com. Submission guidelines can be found HERE. The Business Law News is the official publication of the Business Law Section. Each year, it publishes four editions, as well as the Annual Review.

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 13 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.

Spring 2014 Hot Topic Webinar Series

2013 Hot Topics Webinar SeriesYou can now register for the Hot Topic webinar series, running from April through June with a variety of timely programming!

All programs start at 12 noon on the indicated date, and run for an hour with corresponding CLE credit. 

DISCOUNT for Business Law Section members and for CYLA members! Save 45% on the price! Section members, watch your email for notice of the discount code to use for your discount or write to the Sections Internet Coordinator, provide your bar number, and ask for the code.

You must register in advance in order to participate.  Click on the program title to sign up!

Webinar: License Agreement Landmines: Accidental Franchises in the Digital World

Thursday, April 24, 2014, 12 noon - 1 p.m.

Presented by Intellectual Property Law Section, Licensing Interest Group & Business Law Section

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

A license agreement can subject your client to complicated, and costly, franchise regulation. We will address the risks in the digital world, from software licenses to SaaS & other Cloud agreements, turning to practical solutions, from exemptions to agreement provisions.

Speakers:

  • Gerard P. Davey specializes in franchising law and is a Board Certified Specialist in Franchise and Distribution Law. He was the founding Chairman of the Franchise and Distribution Law Advisory Commission of the California Board of Legal Specialization and author of two California franchise-related laws (Corp. Code §31108 and Bus. & Prof. Code §22063). He is also a chapter author of California Franchise Law and Practice (CEB, 2011).

    Mr. Davey's firm represents both publicly-held corporations and private entrepreneurs, including numerous franchisors and franchisees, involving the creation of franchise programs and agreements, franchise registrations, franchise disputes and other franchise issues. He serves as special franchise counsel for numerous business law firms regarding franchise litigation, M&A transactions, due diligence and other franchise matters. He has also served as a mediator, arbitrator and expert witness in numerous franchise-related legal proceedings. Mr. Davey formerly served as Vice President and Corporate Counsel for both Century 21 Real Estate and Coldwell Banker Real Estate.
  • James C. Roberts III is the managing principal of Global Capital Law Group PC and its consulting arm, Global Capital Strategic Group, advising on technology, international and transactional matters, many of which include technology licenses. Clients range from large corporations to start-ups in digital media & technology, Cloud, mobile, software, biotech and greentech. He commutes between California and Milan. Mr. Roberts is Chair of the Licensing Group of the IP Section. He frequently writes or speaks on startups and venture capital.

Webinar: 2014 Hot Topics: Review of Pending California Venture Capital Sample Opinion

Thursday, May 1, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Opinions Committee

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

Review the current discussion draft of the California Venture Capital Sample Opinion; discuss the practice of opining as California lawyers on Delaware corporations, and review common issues that come up in venture financings, including issues in giving stock issuance and capitalization opinions.

Speakers:

  • Timothy Hoxie
  • Rick Frasch

Webinar: 2014 Hot Topics: The CFPB's New Ability To Repay Rule And Qualified Mortgage Standards

Thursday, May 8, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Consumer Financial Services Committee

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

The Consumer Financial Protection Bureau's (CFPB) final rule requiring mortgage lenders to assess consumers' ability to repay mortgage loans before extending credit became effective on January 10, 2014. The final rule amends Regulation Z, which implements the Truth-In-Lending Act by setting forth certain minimum requirements that creditors must consider when making ability-to-repay determinations and creates a presumption of compliance for a certain category of mortgages, called "qualified mortgages."

The webinar will provide a high-level overview of the new rule and the history of its implementation. The panelists also will discuss the anticipated impact of the rule from industry, consumer and inside-the-beltway perspectives. Specifically, the panelists will set forth their views on how the rule is expected to impact consumers applying for home loans, issues that may arise in compliance with the rule, industry reaction to the rule, and what next, if anything, to expect out of Washington.

Speakers:

  • Kristina Del Vecchio
  • Jared Ihrig
  • Nadine Lewis

Webinar: 2014 Hot Topics: Formation Before Consolidation: Choosing the Right Entity In Health Care Transactions

Thursday, May 15, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Partnerships and LLCs & Health Law

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

As the Affordable Care Act enters its fifth year, the pace at which health care transactions occur continues to increase. Although the ways in which attorneys structure mergers and acquisitions often differ with each transaction, to ensure a solid foundation throughout the process, certain fundamental issues must be addressed at the outset, and the question of a health care provider's ownership too often fails to get the attention it deserves when a transaction begins. With a strict interpretation pertaining to the prohibition of the corporate practice of medicine, California still affords a number of exceptions to certain providers. When no direct exception exists, indirect control through a managerial relationship can often be just as effective. This presentation will explore the benefits of burdens when a partnership or a limited liability company is at the helm of a health care organization in today's turbulent climate of health care reform.

Speakers:

  • Rachelle Cohen
  • Craig Garner

Webinar: 2014 Hot Topics: "Is Your Letter of Intent Really Non-Binding?" How to Avoid Liability During Negotiations

Thursday, May 22, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Business Litigation Committee

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

Parties engaged in contract negotiations may mistakenly believe that no liabilities arise unless and until a contract is signed. This conventional wisdom is challenged by a variety of theories, including some relatively new innovations, which create significant liabilities even if the parties never sign an agreement or, in some cases, sign a "memorandum of understanding" with no expectations they will be bound. As part of the presentation, the panelists will explore these topics including:

  • Trade secret liabilities arising from accessing proprietary information
  • Enforceability of the unsigned agreement and electronic signature issues
  • Tort liabilities arising from the breach of a duty to negotiate in good faith; and
  • Fraud claims that may be asserted apart from contractual relationships

Speakers:

  • Kent Schmidt
  • Teigue Thomas
  • Zachary Zaharek

Webinar: 2014 Hot Topics: Substantive Consolidation in Bankruptcy Cases

Thursday, May 29, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Insolvency Law Committee

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

This webinar will include a discussion of the elements of substantive consolidation and its application in recent cases. It will also cover the similarities and differences between alter ego and substantive consolidation.

Speakers:

  • Ori Katz
  • Thomas Phinney
  • Alan Vanderhoff

Webinar: 2014 Hot Topics: Nonprofit Law 2014

Thursday, June 5, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Nonprofit Organization Committee

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

California legislation impacting nonprofits, effective January 1, 2014 including: the new nonprofit emergency powers and bylaws provisions; the new "do not track" requirements impacting nonprofits' website privacy policies; the new short form tax exemption for 501(c)4, 5, 6 and 7 exempt organizations; proposed federal legislation and IRS changes affecting nonprofits; and Dos and Don'ts for lawyers as nonprofit board members.

Speakers:

  • Joel S. Corwin
  • Sarah M Stegemoeller
  • Ronit M. Stone

Webinar: 2014 Hot Topics: Fundamentals of the California Uniform Fraudulent Transfer Act

Thursday, June 12, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Commercial Transactions Committee

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

This program will provide a basic overview of the UFTA, including actual and constructive fraudulent transfers, and will help practitioners identify risk transactions, such as sale and leaseback transactions, upstream guarantees, third -party pledges, leveraged buy outs and litigation settlement agreements.

Speakers:

  • Mikel Bistrow
  • Gabriel Glazer

Webinar: 2014 Hot Topics: RULLCA: Self-Dealing and Competing Ventures

Thursday, June 19, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, PLLC, Corporations & Agribusiness Committees 1 hour participatory MCLE credit

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

This program will explore the expanded duties of loyalty and self-dealing, as well as strategies to limit these duties in the LLC operating agreement to allow greater flexibility for members to participate in competing ventures. Participants will learn about: the expanded default and mandatory rules under RULLCA; changes to requirements for both the LLC articles of organization and the operating agreement; and how new default provisions give more power to minority members – all of which sets the stage for a host of member disputes.

Speaker: Scott Greenwood-Meinert

Webinar: 2014 Hot Topics: Branding Wine and Agricultural Commodities

Thursday, June 26, 2014, 12 noon - 1 p.m.

Presented by Business Law Section, Agribusiness Committee and Intellectual Property Law Section

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

Learn how branding of agricultural commodities from vineyard designates for wine grapes to grass-feed beef enhances the value of agricultural products. U.S. producers and processors can obtain trademarks to enhance their agricultural products and appeal to the consumer. Agricultural commodities matter not only to the small farmer, but are increasingly important to the end consumer. Brand recognition can increase demand and in turn raises the value of the commodity. Raising the value of a commodity can do much to increase income and opportunities for farmers whose primary agricultural product is typically traded in bulk with minimal processing. Learn strategies to protect and enhance their value.

Speaker: Katja Loeffelholz

Connect 14

You are invited to attend an April meeting of one of the fourteen Standing Committees and the Business Law News. Some meetings even offer CLE credit! Follow us on Twitter @calbarbuslaw. Use a Standing Committee's hashtag to search for posts by that Committee in its designated field and to re-tweet posts. And don't forget to join the BLS on LinkedIn!

BLS Standing Committee
Twitter hashtag

Next Mtg Date



Time


Person to Contact
for More Information

Agribusiness
#CalBarAg

Tuesday, 4/01/14

1:30 p.m.

Scott Allen
sallen@lgpatlaw.com
Business Law News -- Editorial Board
#CalBarBLN

Tuesday, 4/15/14

Noon

Robert Brayer
rbrayer@americanmlg.com
Business Litigation

Wednesday, 5/07/14 10 a.m. Peter Bronson
pbronson@pbronsonlaw.com
Commercial Transactions (formerly UCC)
#CalBarCTC

Tuesday, 4/08/14

Noon

Gabriel I. Glazer
gglazer@stutman.com

Consumer Financial Services
#CalBarCFSC

Thursday, 4/17/14

11:30 a.m.

Rita Lin
rlin@mofo.com

Corporations
#CalBarCorps

Friday, 4/04/14

9:30 a.m.

Curt Barwick
cbarwick@mdblawyers.com
Cyberspace Law
#CalBarCyblaw

Tuesday, 4/08/14

12:30 p.m.

Sarah DeDiego
sarah@dediegolaw.net
Financial Institutions
#CalBarFIC

Tuesday, 4/08/14

9:30 a.m.

Jonathan Joseph
jon@josephandcohen.com
Franchise Law
#CalBarFLC

Thursday, 4/10/14

9:30 a.m.

Bryan Dillon
bwd@singler-law.com
Health Law
#CalBarHealth

Friday, 4/04/14

9 a.m.

Charles Oppenheim
coppenheim@health-law.com
Insolvency Law
#CalBarILC

Friday, 4/04/14

10 a.m.

Uzzi Raanan
Uraanan@dgdk.com
Insurance Law
#CalBarIns

Friday, 4/25/14

Noon

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

Wednesday, 4/16/14

10 a.m. to 1 p.m.
(Lunch at noon)

Joel Corwin
jcorwin@corwinlaw.us
Opinions
#CalBarOpinions

No meeting

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

Thursday, 4/10/14

Noon

Peter Bergman
pbergman@haydenbergman.com

Save Money with CEB

CEB Discount Program for Section MembersContinuing 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 (new window).

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