Business Law Section

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Top News

The BLS Remembers George W. Coombe.

George W. Coombe was the 2010 recipient of the BLS Lifetime Achievement Award and passed away on February 11, 2015. Mr. Coombe started as a litigator and ended as a proponent and practitioner of international arbitration. He was a leader in business law as Chair of the American Bar Association's Business Law Section and in national and international bar associations and societies. Mr. Coombe was particularly known for his contributions to the emergence and development of corporate governance as a key attribute of the modern public corporation. Mr. Coombe was Executive Vice-President and General Counsel of BankAmerica Corporation for 15 years and previously Assistant General Counsel and Corporate Secretary of General Motors Corporation. Finally, he was a partner at the law firm of Graham & James. Mr. Coombe will be remembered for his 60-plus years of practice as a leader, a teacher, and a fine lawyer.

Join the Consumer Financial Services and Financial Institutions Committees for Annual Sacramento Day Program.

The BLS's Consumer Financial Services and Financial Institutions Committees invite you to attend their annual Sacramento Day, which will take place in Sacramento on April 7, 2015. Come and hear directly from key members of the state legislature, the Department of Business Oversight, and the California Bankers Association. The event will begin at 10:00 a.m. and includes a luncheon from 12:00 p.m. until 2:00 p.m. at the Esquire Grill. You'll have the opportunity to converse directly with and ask questions of the speakers, as well as to network with fellow banking and consumer finance attorneys in an intimate setting. Confirmed speakers include Kevin Gould of the California Bankers Association, Eileen Newhall, Staff Director of the Senate Banking and Financial Institutions Committee, and Assembly Member Matthew Dababneh. Additionally, attendees will hear from the Department of Business Oversight over lunch. Please note that the speakers are subject to change without notice. For questions and/or to RSVP, please contact Kristina Del Vecchio (Kristina@josephandcohen.com) or Steven Bloom (sbloom@frandzel.com). The event is free, but spaces are limited. Don't wait to register!

American Bar Association and Cal Bar Opinions Committees Team Up for Panel Presentation on Recent Developments for Opinions in Venture Finance.

The Opinions Committee of the Business Law Section and the ABA Legal Opinions Committee will co-sponsor a program on April 16, 2015 in San Francisco to review the California Venture Capital Sample Opinion ("California Venture Opinion") published in the 2014-15 winter issue of The Business Lawyer (70 Bus. Law. 177), as well as consider related issues affecting venture finance opinions, including changes to SEC regulation D and their impact on opinion preparation and diligence. The program co-chairs will be Timothy G. Hoxie, Partner, Jones Day, San Francisco, and Chair of the ABA Legal Opinions Committee, and Richard N. Frasch, Co-Chair of the Cal BLS Opinions Committee and Reporter for the California Venture Opinion. The panelists will also include: Michael J. Kendall, Partner, Goodwin Procter, Boston, Mass.; Kenneth Linhares, Partner, Fenwick & West, Mountain View, California; and Anna S. Mills, Partner, The Van Winkle Law Firm, Charlotte, NC. The program will take place at 8:30 am to 10:00 am, at the San Francisco Marriott Marquis Hotel, Salon 5 & 6, Yerba Buena Ballroom, Lower B2 Level.

The panel presentation will be a part of the American Bar Association Business Law Section's Spring Meeting on April 16-18 in San Francisco. BLS members who are not otherwise members of the ABA can attend the meeting at a substantial discount. Although the regular rate for non-ABA members is $875, BLS members who are not members of the ABA can pay the ABA members' rate of $725. Even better, first-time Spring Meeting attendees can attend for the substantially reduced price of $425.

If you're interested, go to ambar.org/blspring2015. A tentative schedule of events and registration link can be found HERE.

Don't Miss the Upcoming Business Law News, Health Law Edition.

The BLS' Health Law Committee is proud to announce the forthcoming Business Law News healthcare-theme issue. With an anticipated publication date in June, this special edition of the BLN will include articles about health care laws that impact general business attorneys, legal issues surrounding electronic health records, and health law issues attorneys often face in any due diligence process for mergers and acquisitions. This theme issue will also include articles discussing the impact of the recent SCOTUS decision, North Carolina State Board of Dental Examiners v. Federal Trade Commission, 135 S.Ct. 1101, the provider and health plan perspectives on non-contracted provider usual and customary rate disputes, as well as proof of medical causation issues in medical malpractice litigation. Health care overlaps with nearly every area of law in which BLS members practice, so this BLN special edition will be a "must read" for everyone. If you are interested in getting involved with or writing for the BLN, please click HERE.

Webinar: Hot Topics: Judicial Reference - An ADR Alternative in Business Litigation

Thursday, May 7, 2015, 12 noon - 1:30 p.m.

This program offers 1.5 hours participatory MCLE credit. You must register in advance in order to participate.

After the California Supreme Court's decision in Grafton rendered general jury waivers unenforceable, provisions for resolution by judicial reference have become more common in commercial contracts. Code of Civil Procedure §638 now authorizes contracting parties to enter into pre-dispute agreements allowing a referee, selected by the parties or by the court, to decide a lawsuit between them without the use of a jury. Our experienced panel will discuss the enforceability of judicial reference clauses, drafting considerations, the practical difference between judicial reference and arbitration, and practical experience with the process.

Speakers:

  • Hon. Linda Quinn, Ret.
  • William Webb is an experienced trial lawyer who has litigated and prevailed in judicial reference cases.

Moderator: Dean T. Kirby, Jr., certified as a specialist in the fields of bankruptcy and creditor rights, is experienced in the drafting of commercial contracts including finance and loan documents.

Webinar: Hot Topics: Who's Minding the Store? What Happens When the U.S. Supreme Court Accidentally Puts State Agencies Out of Business

Thursday, May 14, 2015, 12 noon - 1:00 p.m.

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

The recent Supreme Court decision North Carolina State Board of Dental Examiners v. Federal Trade Commission affirmed an FTC decision targeting anticompetitive conduct of the N.C. Dental Board. Targeting trade group self-governance, the Supreme Court held that sovereign immunity does not apply if the States fail to exercise appropriate oversight. The implications of this decision on entities like the Medical and Dental Boards of California, not to mention the State Bar of California, remain to be seen. In an industry like health care where mergers and acquisitions continue with no end in sight, and California law prohibiting the corporate practice of medicine is a fundamental tenet in health care, who will be left to monitor compliance? The implications extend beyond health care, but also into any self-governing, professional trade group. As a result, regulatory oversight will shift from the state level and into the hands of the federal government, and in particular the FTC, who will only monitor when issues of competition arise.

Speaker: Craig B. Garner

Webinar: Hot Topics: New Sample California Third-Party Legal Opinion for Venture Capital Financing Transactions ("VCSO") and Newly Revised Sample California Third-Party Legal Opinion for Business Transactions ("BTSO")

Thursday, May 21, 2015, 12 noon - 1:00 p.m.

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

The program will focus on the new VCSO as published in the Winter 2014-15 edition of the ABA's The Business Lawyer (70 Bus. Law. 177) and the recently revised BTSO. The two sample opinions represent the most current thinking of the State Bar of California Business Law Section Opinions Committee on the suggested forms of legal opinions. In addition, the panel will comment on other opinion letter projects taking place in other forums including the pending report by the Committee on Legal Opinions, and the ABA Section of Business Law on Cross-Border Closing Opinions of U.S. Counsel.

Speaker: Douglas Landrum is a shareholder with Jackson, DeMarco, Tidus & Peckenpaugh in Irvine, California. He practices in the Firm's Corporate Department specializing in LLC joint ventures, M&A transactions, and representing banks and borrowers in lending transactions. He serves on the Steering Committee of the Opinions Committee of the BLS. He also served on the Drafting Committee for the Venture Capital Sample Opinion. His speaking experience includes in-house continuing legal education topics for the Business/Real Estate Department, the Litigation Department and the Corporate/Tax Department of his firm, including Adverse Effects of the California Revised Uniform Limited Liability Company Act, Non-Representation and Joint Representation Letters Related to Ethics Compliance, Public Policy Limits on Indemnification and Significant Issues Addressed in the Sample Venture Capital Opinion.

Moderator: John Power is a retired partner of O'Melveny & Myers LLP in Los Angeles. John is the founding chair of the California Business Law Section Opinions Committee (he was the reporter for its 2007 report on third-party remedies opinions), and currently serves on that committee's Steering Committee. He also is a member of the ABA Legal Opinions Committee (of which he is a past chair), the Board of Directors of the national Working Group on Legal Opinions Foundation, and the New York-based TriBar Opinion Committee. John chaired several committees of the California Business Law Section, including its Executive Committee. John has spoken frequently on legal opinions in programs of the California State Bar, the Business Law Section of the ABA, the Working Group on Legal Opinions and the Financial Lawyers Conference, among others. He has also spoken on such other legal topics as the Uniform Commercial Code and the California law of partnerships and corporations.

Webinar: Hot Topics: "Debtequity" - Debt and Equity Re-characterization and Subordination in Bankruptcy

Thursday, May 28, 2015, 12 noon - 1:00 p.m.

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

This webinar will address the criteria reviewed and applied by bankruptcy courts in re-characterizing and subordinating debt under decisional law and under Bankruptcy Code section 510. The program will include a discussion of specific criteria used in justifying re-characterization and practical transactional tips for preserving the integrity of a loan transaction in the event of a subsequent bankruptcy filing.

Speakers:

  • Mark Hiraide, Petillon Hiraide LLP
  • Victor Sahn

Moderator: Michael Good

Webinar: Hot Topics: Digital Evidence at Trial

Thursday, June 4, 2015, 12 noon - 1:00 p.m.

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

Digital evidence raises a number of interesting admissibility issues at trial. This presentation will explore those issues through a fictional case study implicating evidence contained in emails, server logs, ip addresses, computers, text messages and web pages. The goal is to teach business attorneys how to collect electronic evidence and provide a roadmap for civil litigators to ensure the admissibility of digital evidence at trial.

Speaker: Erik Syverson, Partner at Raines Feldman, LLP

Moderator: Raffi Zerounian

Webinar: Hot Topics: Drafting Considerations under California's Revised Uniform Limited Liability Company Act of 2014

Thursday, June 11, 2015, 12 noon - 1:00 p.m.

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

The webinar will address various provisions of RULLCA that could result in legal rights and obligations that the parties do not intend and suggest how counsel and their clients may contract around such provisions in some, but not all, cases.

Speakers:

  • Darren Freedman
  • Steve P. Mehr
  • Dietrick L. Miller

Cyberspace Law Committee Presents Free MCLE on April 14th.

The Cyberspace Law Committee (CLC) provides the opportunity to earn .5 credits of free MCLE every month during the monthly CLC teleconference presentation. On April 14, 2015 at 12:30PM, CLC member Ken Wilton will present "Net Neutrality - Is the Internet Really Not Open?" This presentation will discuss the current FCC proposal, the responses and reactions from the government and industries and what it may mean to the public. Participation is by telephone: 1-855-520-7605, ID: 217-637-1436#.

Partnerships & LLCs Committee Sponsors Legislation, A.B. 506.

The PLLC Committee has sponsored legislation that would amend the Revised Uniform Limited Liability Company Act ("RULLCA") which took effect January 1, 2014. The legislation would fix certain cross referencing and typographical errors and inconsistencies in RULLCA that make it difficult to understand and less attractive to business owners and investors. The legislation is being authored by Assembly Member Maienschein and has been designated as A.B. 506. The full bill should be available on the Legislative Counsel's website shortly. If you have any questions about A.B. 506, please contact Rachelle Cohen at RCohen@kscllp.com.

Insolvency Law Committee Promotes Bankruptcy Venue Reform Legislation in D.C.

Is the third time the charm? ILC Advisor Peter Califano has just returned from a Hill visit to Washington, D.C. where members of the Commercial Law League of America and lawyers from the "Venue Group", a national ad hoc group of lawyers, visited various congressional committees and members to promote bankruptcy venue reform legislation. In the past (October 2011), the BLS produced a Comment in favor of HR 2533, an unsuccessful bipartisan venue reform bill. Previously, Senator John Cornyn (R-Texas) sponsored venue reform legislation in 2005 which also failed to pass. Based on discussions during the recent Hill visit, it appears there likely will be a 2015 bill for venue reform that will propose to expand debtors' options for commencing Chapter 11 cases, in order to address growing concerns over case distribution, due process, and policy issues within the bankruptcy bar. In related news, Judge Steven Rhodes (the former bankruptcy judge that presided over the City of Detroit bankruptcy case) recently published an opinion piece in The Wall Street Journal calling the current bankruptcy venue law "the single most significant source of injustice in Chapter 11 bankruptcy cases." The ILC hopes to have a further update soon. If you have any questions, please contact ILC Co-Chair Monique Jewett-Brewster at monique.jewettbrewster@bryancave.com.

BLS Executive Committee Holds Long Range Planning Retreat.

On March 8th and 9th, the BLS Executive Committee held a long range planning retreat in Los Gatos, California to consider the issues and challenges that face the Section as it approaches its 39th year. The retreat focused on issues of increasing greater ethnic diversity within the BLS, new Executive Committee member orientation, the future of the Section, marketing and outreach, and electronic communications. If you have questions or comments you'd like to share with BLS Executive Committee Chair, Bob Hawn, he can be reached at bhawn@strategylaw.com.

Franchise Law Committee Seeking New Members.

Franchise Lawyers, the Franchise Law Committee of the State Bar of California is seeking new members. If you represent franchisors, franchisees, or otherwise work in the field of franchise law, please join us to improve the franchise laws in California and be engaged in interesting discussions involving franchising. If interested, please complete the application and email it to Elizabeth Weldon, Vice Chair of Membership at eweldon@swlaw.com, along with your bio: or call Ms. Weldon at (714) 427-7461 for more information. Thank you!

Want to Make Yourself Heard? Follow The Business Law Section on Social Media and Become a Contributor!

Did you know that the BLS maintains a presence on Linked In, 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 Subcommittee Chair Sarah de Diego, BLS Vice-Chair of Member Services Robert Harris, or Tom Phinney and join the fray!

Interested in Joining 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 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 February are listed HERE. 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.

Get involved with the Business Law News.

A subscription to the Business Law News (BLN) has often been called the most significant membership benefit of the BLS. 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 selected issues are now available online. BLN members can click HERE. Complete issues from 2013 Issue 1 to 2014 Issue 2, and Annual Reviews from 20014 through 2014, are now posted on the members only section of the Section website.

Now is your chance to participate! BLN is actively seeking submissions for its next regular issues - Issue 3, 2015 and Issue 4, 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. BLN is especially interested in articles of general interest which would readily lend themselves to conversion into an MCLE article. All that is required to turn a regular article into an MCLE article is 20 true or false questions together with a list of the answers and justifications for the answers. The deadlines are June 30, 2015 and September 30, 2015, respectively.

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.

Finally, have you been interested in getting involved in the section but don't know where to start? BLN is now seeking enthusiastic section members to join its Editorial Board. BLN is a great entry point. The Editorial Board is unique in that it regularly accepts members that have less than five years of practice experience. Contact Editor-in-Chief Jerry Grossman at grosspersonlaw@gmail.com if you have questions about joining the board. You can find the application to join BLN HERE.

Connect 15

You are invited to attend a January 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


Standing Committee

Contact

Email

Next Meeting

Agribusiness

Kathleen Abdallah

kabdallah@kroloff.com

April 7, 1:30

BLN

Jerry Grossman

grosspersonlaw@gmail.com

N/A

Business Litigation

Peter Bronson

pbronson@pbronsonlaw.com

April 1, 9:30

Commercial Transactions

Katherine Bell
John Engel

Katherinebell@paulhastings.com
engel@sullivanhill.com

April 14, noon

CFSC

Kristina Del Vecchio

Kristina@josephandcohen.com

No Meeting (due to Sacramento Day)

Corporations

Peter Menard
Michael Henry

pmenard@smrh.com
michael.henry@sce.com

April 3, 9:30

Cyberspace

Raffi Zerounian
Karl Kronenberger

rzerounian@hansonbridgett.com
info@krinternetlaw.com

April 14, 12:30

FIC

Mike Zandpour

mike.zandpour@cnb.com

No Meeting (due to Sacramento Day)

Franchise Law

Tal Grinblat
Grant Nigolian

tgrinblat@lewitthackman.com
grant@gan-law.com

April 9, 9:30

Health Law

Craig Garner

craig@craiggarner.com

April 3, 9:00

ILC

Monique Jewett-Brewster
Van Durrer

Monique.jewettbrewster@bryancave.com

vdurrer@skadden.com 

April 17, 10:00

Insurance Law

Armand Feliciano

armand.feliciano@acicnet.org

April 17, noon

Nonprofits

Carol Bradford

cbradford@calfund.org

April 23, 10:30

Opinions

James Fotenos
Rick Frasch
Peter Szurley
Carol Lucas

jfotenos@greeneradovsky.com
rnfrasch@gmail.com
szurley@chapman.com
clucas@buchalter.com 

N/A

Partnerships & LLCs

Rachelle Cohen

RCohen@kscllp.com

April 14, noon

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