Business Law Section
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Message from Jim Hill, Chair of the Business Law Section
The Business Law Section (BLS) and its 15 Standing Committees are off and running, getting back to business as the 2016-2017 State Bar year gets underway. The new leaders of the BLS Executive Committee and Standing Committees gathered on November 13-14 in San Diego, California, for two days of leadership educational programs. They focused on the Standing Committees’ work in education, publications and legislative analysis and proposals, and shared best practices for communicating with BLS members and the general California business lawyer community.
At the leadership education sessions, the Standing Committee leaders shared both accomplishments and challenges, and forecasts for the coming year, including:
- AgriBusiness Law -- repeating its well-attended tours of agribusinesses across the state, such as its water district tours, equine tours, and viticulture and oenology tours;
- Business Law News -- emphasizing substantive law-themed issues like the Health Law and the Insolvency Law issues this past year, and the BLN Annual Review Issue, set to be published in early 2017;
- Business Litigation -- presenting educational seminars and programs (both live events and webinars), like its most recent presentation on the effective retention and use of expert witnesses;
- Commercial Transactions (formerly known as the UCC Committee) -- updating and adding content to its widely popular Hidden Liens Report;
- Consumer Financial Services -- building membership through its regular Lunchtime Lecture Series and producing more in-person programs like its recent Bay Area event “Spotlight on FinTech” which featured leaders and in-house attorneys in financial tech businesses;
- Corporations -- publishing its definitive and topical Securities Law Guide and restoring and maintaining relationships with regulatory agencies and legislators;
- Financial Institutions -- continuing to partner with the San Francisco Bank Attorneys Association and the Financial Women of San Francisco in hosting its leadership event at the Federal Reserve Bank of San Francisco;
- Franchise Law -- reconnecting with key agencies affecting franchise law and providing a forum for lawyers for both franchisors and franchisees to address legislation and other legal developments affecting all Californians;
- Health Law -- working toward establishing formal recognition of legal specialization in health law, and continuing affirmative outreach to law schools to introduce young lawyers to careers in health law;
- Insolvency Law -- publishing high quality, timely eBulletins, scholarly articles and judicial profiles of interest to all California business lawyers and the judiciary, and presenting in-depth live and webinar educational programs;
- Insurance Law -- expanding production of eBulletins, hosting insurance law symposiums, and collaborating with other standing committees on programs and publications to better inform business lawyers about insurance issues;
- Internet and Privacy Law -- building on successful programs, like a recent UCLA Symposium, “Privacy in the Internet of Things/Current Issues in Data Breach”;
- Nonprofit Organizations -- continuing to offer popular free MCLE to members and guests at regular NPO business meetings, planning new webinars to reach larger audiences, while increasing publications and outreach to lawmakers and governmental agencies;
- Opinions -- serving as the repository and developer of legal opinions of interest to business lawyers, like last year’s sample UCC opinion, and the updated LLC and Partnerships Opinions Report, and this coming year’s updated report on exceptions and qualifications to the remedies opinion; and
- Partnerships and LLCs -- finalizing the committee’s Guide to Organizing and Operating a Limited Liability Company in California.
The work of the Standing Committees, and of the BLS as a whole, has been and is being accomplished despite the challenges imposed on the BLS and the other Sections of the State Bar because we are considered a part of a regulatory state agency. The State Bar drew extended critical attention this last term from the California Assembly and Senate. Well publicized criticism of the way the State Bar manages its discipline and regulatory functions remained unresolved this summer at the end of the Legislature’s regular term, leaving the State Bar and California lawyers without a dues authorization bill (required by our state Constitution). The impasse with the Legislature in turn threatened to leave the State Bar without mandatory dues funding, and the Sections without their separate voluntary Section dues. The funding crisis led the California Supreme Court to invite the State Bar to petition it to issue an emergency judicial branch authorization for the State Bar to issue fee bills to California’s approximately 250,000 lawyers, of which approximately 85,000 are Bar Section members, including more than 8,400 BLS members.
On November 17, 2016, Tani G. Cantil-Sakauye, Chief Justice of the Supreme Court of California, notified the State Bar that a special interim regulatory assessment has been approved, authorizing the State Bar to send California lawyers a dues bill that will cover the regulatory activities of the State Bar, including discipline-related functions, as well as funding for the California Young Lawyers Association and the Office of Communications, which the court viewed as benefiting the discipline system and aimed at improving attorney competence and ethical compliance. See Justice Cantil-Sakauye’s letter to the Bar, and the Court’s Order.
Further good news for California lawyers, and particularly for the BLS and the other Sections of the State Bar, is that the bar dues bills set to go out in December from the State Bar will include, as in past years, the voluntary dues check off for California lawyers to continue their memberships in the Sections. All Sections, including the BLS, are funded solely by your voluntary dues and other revenues we earn through programs and publications, like those I described above. Not a penny of mandatory dues covers the expenses of the Sections. Thus, we survive only through your support, which we urge you to continue without interruption as a member of the Business Law Section as we join with other Sections working toward an effective solution for reform and restructuring of the State Bar. We will keep you informed as we clear these new challenges, ensuring that the BLS will survive long into the future as a force for leading California business lawyers.
On-line Billing and Payment for 2017 Fees
The State Bar will be launching a new on-line billing and payment application for 2017 fees. Paper billing statements will not be sent to members. Instead, statements will be available online through My State Bar Profile. Individual members will continue to be able to make payments online through My State Bar Profile. Attorneys should make sure that the email they have provided for State Bar communications is up to date.
Law firms and agencies will be able to use the State Bar’s new Agency Billing system where they can calculate billing costs and make payments for a group of attorneys.
Please be sure your Section Membership Fees are included in your payment.
Once an attorney’s fees are paid, a paper bar card will be conveniently available for download through My State Bar Profile. Plastic bar cards will still be made available, but only upon request and can also be ordered through My State Bar Profile.
The online billing system makes it easier than ever for individual attorneys and agencies to help make the justice system available to everyone. When paying your bill, please consider making a contribution in support of legal services for low income Californians. Your support is a lifeline that can help prevent homelessness, keep kids in school, protect elders from fraud and abuse, and connect veterans to services, among other critical legal assistance.
It is anticipated that the on-line agency and billing application will be available through the State Bar’s website by mid-December.
Go to calbar.ca.gov for more information, or contact Member Records and Compliance at 1-888-800-3400.
Corporations Committee Submits Comment Letter to the Securities and Exchange Commission
Earlier this year, Istvan Benko, the Corporations Committee Co-Vice Chair of Judicial Developments, authored a comment letter that was submitted to the Securities and Exchange Commission (“SEC”) on behalf of the Corporations Committee regarding the SEC's proposal to eliminate the Rule 147 intrastate offering safe harbor under Section 3(a)(11) of the Securities Act of 1933 and to adopt a new intrastate exemption. The comment letter recommended that the SEC leave existing Rule 147 in place. READ MORE
Financial Institutions Committee Invites You to Its Annual Holiday Party
The Financial Institutions Committee will be holding its annual holiday party on Thursday, January 19, 2017, at 5:00 p.m., at the offices of Lamb & Kawakami LLP, 333 South Grand Avenue, Suite 4200, Los Angeles, California. Come mingle with other professionals and learn more about the great work of the Financial Institutions Committee. For more information about the Holiday Party or the Financial Institutions Committee, please contact Michael K. Slattery (firstname.lastname@example.org) or Financial Institutions Committee Chair Daniel Wheeler (email@example.com).
Consumer Financial Services Committee and Financial Institutions Committee to Host Joint Program on Data Privacy in Consumer Financial Services
Join Agribusiness Committee’s Next Meeting to Learn More About Programs in 2017
Agribusiness Committee is currently working on six (6) tours for the 2017 calendar year, including water tour, berry tour, olive oil tour and viticulture and oenology tour. Come join Agribusiness Committee’s next meeting via conference call on Tuesday, December 13, 2016, at 11:00 a.m., to hear more. For more information about the December 13th meeting or to learn about the Agribusiness Committee, please contact Lauren Layne (LLayne@bakermanock.com).
Preview of Financial Institutions Committee and Consumer Financial Services Committee’s Joint Article for the BLN’s Annual Review
Financial Institutions Committee and Consumer Financial Services Committee are working on an update on the California Finance Lenders Law (“CFLL”) for the BLN Annual Review. The article will summarize CFLL, including its Pilot Program for Increased Access to Responsible Small Dollar Loans, describe recent legislation and regulatory actions that changes and interpreted CFFL and rules recently proposed by the Consumer Financial Protection Bureau which, if adopted, would affect loans covered by CFLL. The Annual Review article will also describe AB 278 from the 2015-16 legislative session, which, though not enacted, would have made significant changes to CFFL. For more information about CFLL, please contact Michael K. Slattery (firstname.lastname@example.org).
Institute for Corporate Counsel to Hold Annual conference for In-House and Outside Counsel
Join Kevin Demoff, Thomas Donilon, Justice Leondra Kruger and many others at the 2016 Institute for Corporate Counsel on Wednesday, December 7, 2016. The Institute will focus on new developments in law, business and politics that affect Los Angeles area lawyers and will held at the California Club in downtown Los Angeles (made available courtesy of Club member Michael C. Kelley).
Top notch speakers include:
- Los Angeles Rams COO Kevin Demoff on the twists and turns in the path of the Rams’ return to Los Angeles.
- Former National Security Advisor to President Obama Thomas Donilon on the risks facing U.S. businesses around the world.
- California Supreme Court Justice Leondra Kruger on challenges facing the Supreme Court of our nation’s largest and most dynamic state.
- The 44th Solicitor General of the United States Gregory Garre and the 46th Solicitor General of the United States Donald Verrilli on recent developments at the United States Supreme Court.
- The General Counsels of CBRE Global Investors, Herbalife, Playboy Enterprises and the LA Clippers.
- Plus many other top counsel, business and civic leaders.
Selected Developments in Business Law -- Drafting Business Contracts: Principles, Techniques & Forms
Courtesy of CEB, we are bringing you selected legal developments in areas of California business law that are covered by CEB’s publications. This month’s feature is from the October 2016 update to Drafting Business Contracts: Principles, Techniques & Forms. References are to the book’s section numbers. See CEB’s BLS Landing Page for special discounts for Business Law Section members. The most significant legal developments affecting contract drafting in California since the last update include developments in such important practice areas as arbitration clauses, spousal rights, third-party beneficiaries, contact dates, applicable statute of limitations, and more. READ MORE
CEB Offers Discounts to BLS Members
CEB is currently offering discounts to BLS Members, including 10% off the price of a wide selection of CEB print and OnLAW publications as well as savings on section dues. For more information on these and other CEB discounts, click HERE.
Reach a State-Wide Audience by Publishing in the Business Law News
The Business Law News (BLN) is seeking articles of general interest to business law practitioners for its next publication. With approximately 8,200 members, the BLS has a wide-ranging audience. The BLN is not only circulated to BLS members in print every quarter, it is also available to BLS members on the internet at www.calbar.ca.gov. The next BLN issue is the Annual Review of Recent Developments of Interest to California Business Lawyers. This issue provides a useful tool to check on current developments in practice areas of interest to you. The submission deadline for the Annual Review is January 15, 2017. Please submit your articles to the new editor-in-chief, Kenneth Minesinger (email@example.com).
Keep Up With Current Legal Developments by Receiving eBulletins Specifically Tailored for Your Field
The 15 BLS Standing Committees publish eBulletins announcing developments in their respective areas of law and upcoming events open to BLS members. Click HERE to sign up to receive eBulletins from any BLS Standing Committee completely free of charge.
Showcase Your Knowledge: Follow the BLS on Social Media and Contribute to Discussions
We all know that social media can help drive new business. Did you know that the BLS maintains a presence on LinkedIn, Twitter, and Facebook where it posts regular updates about new cases, new regulations, key legislative developments, and news and events from 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! Please submit your suggested items for consideration or direct any questions to BLS Social Media Coordinator, Dennis J. Wickham (firstname.lastname@example.org); BLS Vice-Chair of Member Services, Uzzi O. Raanan (email@example.com); or BLS Chair, James P. Hill (firstname.lastname@example.org), and join the ever expanding discussion!
Amplify Your Professional Reputation by Joining a Standing Committee
The 15 Standing Committees of the BLS continue to accept applications to fill vacant seats. Practitioners and other legal professionals who are members of the BLS and who have at least five years of 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. Membership 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 full list of the Standing Committee meeting dates for December are listed below. A description of the required commitment and application process, along with a link to the application, can be found HERE.
Attend a Standing Committee Meeting and Participate in Your BLS
The BLS achieves its goals through the work of its 15 Standing Committees. You are invited to attend the regular monthly meeting of any BLS Standing Committee (see below for meeting dates). These monthly meetings provide attendees an excellent opportunity to chat with committee members and other lawyers with a similar expertise. Some committees even offer free MCLE 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 for December
For a list of upcoming meeting dates and contact persons, see Standing Committee Meetings HERE.
Thank You for Being a Section Member - Here's 6 Hours MCLE in Legal Ethics!
We're very grateful for your membership in the Section. As a token of that, we're offering six hours of self-study MCLE credit in the area of Legal Ethics. The programs are posted in our Member's Only Area.
Simply watch the programs and read the accompanying materials, and keep track of having done so. You can report this to the State Bar when it's time to demonstrate your compliance with the MCLE requirements.
Business Law Section
The State Bar of California
180 Howard Street
San Francisco, CA 94105-1639