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Business Law E-News -- December 2015

Current News and Events from the State Bar of California Business Law Section.

Top News

Here is your December 2015 E-News from the Business Law Section (BLS):

  1. Sign Up Now for the Remaining BLS "How To" Webinar Series
  2. State Bar Approves Both Franchise Law Committee ALPs
  3. Financial Institutions Committee Hosts December Meeting and Holiday Parties in San Francisco and Los Angeles
  4. Join the Health Law Committee Now!
  5. Agribusiness Committee To Present California Farm Bureau Federation 2015 Issues Update on February 5, 2016 in Sacramento
  6. Save the Date: Non Profit Organizations Committee to Present January 21 Discussion on Non Profit Cooperatives at its San Francisco Meeting
  7. Showcase Your Knowledge: follow the BLS on Social Media and Contribute to Discussions
  8. Amplify Your Professional Reputation by Joining a Standing Committee
  9. Attend a Standing Committee Meeting and Participate in Your BLS
  10. Standing Committee Meeting Dates for January
  11. Editors

Sign Up Now for the Remaining BLS "How To" Webinar Series

The "How To" webinar series, running through January 21, 2016, offers a variety of timely programming. All programs run from 12 noon – 1 p.m. on the dates indicated below. Get these programs on your calendar today!

DISCOUNT for Business Law Section members! Business Law Section members can obtain a 25% discount by using the coupon code HowTo2015BLS when purchasing each program. You must register in advance in order to participate. Click on the program title to sign up!

The remaining "How To" webinar offerings are:

January 7, 2016: How To: Assert/Defend Claims of Employer-Employee Liability in Franchise Relationships

Business Law Section, Franchise Law Committee
1 hour participatory MCLE credit and 1 hour legal specialization credit in Franchise and Distribution Law

This presentation will explore strategies to assert and defend claims of employer-employee liability arising out of franchise relationships, including both transactional planning and litigation strategies for franchisors and franchisees. The program will also discuss the National Labor Relations Board (NLRB) case against McDonald’s and the recent NLRB decision in the Browning-Ferris case and its possible impact on the franchise industry.

Speakers: Heather Guerena and Chuck Miller. Moderator, Gerard Davey.

January 14, 2016: How To: Notice, Take and Defend Entity (aka "PMK") Depositions

Business Law Section, Business Litigation Committee
1 hour participatory MCLE credit

This webinar will discuss how to take entity depositions effectively and efficiently, and ensures that the other side will have to play fair and answer your legitimate questions. We will review the mechanics of the deposition, how to word the document requests, and what questions to ask during the deposition to tee up a winning motion to compel if your opponent tries to play games. On the other side, we will discuss what your duties are when representing a corporation whose entity deposition has been noticed. And finally, we will discuss when it is okay to call an entity deposition a "PMK" deposition (Hint: Not as often as you might think!).

Speaker: William Webb. Moderators, Peter Bronson and Steven Garcia.

January 21, 2016: How To: Get a Workable Contract to Signature Sooner

Business Law Section, Commercial Transactions Committee
1 hour participatory MCLE credit

The panel will examine common drafting scenarios that lead to delays and misunderstandings between friendly parties. The panel will also examine ways to address these issues after the agreement is already in place—how do you keep friendly parties friendly? Ultimately, the presentation will be a cross between a quick review of key contracting basics and a master class of pro tips. Attendees will consider various "canary-in-the-coal-mine" clauses to help identify potential trouble spots, as well as creative ways of getting a draft contract through legal review more quickly.

Speakers: John Stoner, James Snyder and D.C. Toedt.

State Bar Approves Both Franchise Law Committee ALPs

On November 20, 2015, the State Bar’s Board of Trustees approved two affirmative legislative proposals (ALPs) submitted by the Franchise Law Committee (FLC). While very different, both ALPs are designed to improve the current franchise system in California for both franchisors and franchisees.

The first ALP is designed to make it easier for franchisors to test the waters at tradeshows without the need for formal registration. California's current franchise laws preclude prospective franchisors from presenting their concepts at tradeshows without first incurring the significant time and expense associated with registering to sell franchises in California. The FLC’s proposal would carve out a registration exemption in the current law for the limited purpose of allowing prospective franchisors to present at the tradeshow in order to gauge whether there is sufficient interest in the franchise concept to warrant the expenditure of time and expense of preparing and registering a franchise disclosure document. This proposal presents no risks to franchisees as franchise sales and/or collection of fees would still not permitted unless the franchisor is properly registered with the Department of Business Oversight. It is also noteworthy that a similar trade show exception was implemented in New York without any known problems or risks to the public.

The second ALP is designed to allow franchisees and franchisors to more easily negotiate the terms of their franchise agreements. California’s existing franchise laws place prospective franchisees at a significant disadvantage as compared to those living in other states. The current law on negotiated sales imposes significant hurdles which a franchisor must overcome in order to negotiate the terms of a franchise agreement with a prospective franchisee thus leading many franchisors who otherwise might be willing to negotiate changes to the franchise agreement to flatly refuse to do so with California buyers. The FLC’s proposed changes would help promote franchise negotiations. 

Both ALPs were overwhelmingly supported by the FLC – a Business Law Section Standing Committee comprised of both franchisor and franchisee counsel. The FLC is hopeful that the ALPs will be supported by the Legislature during the 2016 session.

More information on the ALPs can be accessed by clicking here and here.

Financial Institutions Committee Hosts December Meeting and Holiday Parties in San Francisco and Los Angeles

On Monday, December 7, the Financial Institutions Committee (FIC) co-hosted its San Francisco Holiday Party with the San Francisco Bank Attorney’s Association at the offices of DLA Piper. The event was very well attended, and featured entertainment from local artists Scott Mickelson and Tom Rhodes.

On December 8, the FIC held its monthly meeting.  Dan Wheeler of Bryan Cave presented a program on the Consumer Financial Protection Bureau’s new pre-paid card rule, and Mike Slattery of Lamb & Kawakami, along with Francisco Lopez of Procres, presented a program on practical suggestions for good Community Reinvestment Act performance.

On December 17, the FIC’s Los Angeles Holiday Party also took place.  It was also well-attended and was hosted by Lamb & Kawakami in downtown Los Angeles.

The FIC's next monthly meeting will be on January 12, 2016 at 9:30 a.m.  Alicia Guerra of Buchalter Nemer will be presenting a program on state and federal regulations affecting flood control, storm water and water use, and the implications to real estate transactions.

Join the Health Law Committee Now

The BLS Health Law Committee ("HLC") will meet next on January 8, 2016 from 9 to 10 a.m. The HLC meets in-person at Hooper, Lundy & Bookman, PC's Los Angeles office, as well as via video conference at Hooper Lundy’s San Francisco and San Diego offices, and via conference call. Anyone can participate by calling 855-520-7605 and entering the passcode: 5533707198#.

During the January meeting there will be a presentation by the HLC's former chairman Craig Garner entitled, "A Lucid Overview of California's Unhinged Mental Health Laws." The HLC is also preparing an article for the BLS Annual Review, and is planning to conduct a health law program at one or more law schools next year. The HLC is soliciting membership applications from health law attorneys who are interested in actively working to help the HLC produce the best health laws and health care attorneys possible.

Agribusiness Committee To Present California Farm Bureau Federation 2015 Issues Update on February 5, 2016 in Sacramento

Join the Agribusiness Committee to hear the perspectives of the Farm Bureau’s legal staff on recent judicial opinions, pending court cases and key legislative and regulatory developments affecting agribusiness throughout California. Lunch will be provided at this no-fee event. Anticipated speakers and their topics include:

  • Carl Borden – Labor/Employment Legislation, Litigation and Regulation
  • Justin Fredrickson – Floodplain Management Issues
  • Nancy McDonough – General Corporate Matters
  • Karen Norene Mills – Utility and Energy Related Issues
  • Jack Rice – Groundwater issues
  • Chris Scheuring – Water issues

The meeting will be held at the California Farm Bureau Federation Building, 2300 River Plaza Drive, Sacramento, CA 95833 from 10:00 a.m. until 3:00 p.m.  3.0 units of general MCLE credit will be offered by Downey Brand LLP. Please note that this MCLE is not sponsored by The State Bar of California.  Please RSVP to Pam Hotz at photz@cfbf.com by Friday, January 29, 2016.

Save the Date: Non Profit Organizations Committee to Present January 21 Discussion on Non Profit Cooperatives at its San Francisco Meeting

On Thursday, January 21, 2016, the BLS Non Profit Organizations Committee will feature a presentation on Non Profit Cooperatives as part of its regular committee meeting series. The presentation, "California '12200' Co-ops & IRC Subchapter T," will focus on the issues around non-profit worker cooperatives and the conflicts around the tax benefits that are available to such organizations under Subchapter T.

One hour of MCLE credit will be provided through the generosity of the California Community Foundation, a State Bar of California approved MCLE provider (#177).   The State Bar of California is not the sponsor of this MCLE.  

This presentation will be useful for non profit business and tax law practitioners who have clients that are non-profit cooperatives.

The speaker will be Van Baldwin, an attorney/CPA who specializes in non profit practice.  Baldwin is the author of the Legal Guide for Co-ops Incorporating and Operating under the California Consumer Cooperative Corporation Law (3d Ed. 2009), prepared for the Center for Cooperatives, University of California, Davis. 

The Non Profit Organizations meeting will take place on January 21, 2016, from 10 a.m. – noon, at the State Bar offices in San Francisco, 180 Howard Street, San Francisco, CA, in Room 4E on the fourth floor.  Those interested can also participate in the meeting by phone; the call in number is 855-520-7605, and the conference code is 7547908615.   For more information, please contact Carol Bradford at cbradford@calfund.org.

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 Business Law Section maintains a presence on  LinkedInTwitter 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 DeDiego; BLS Vice-Chair of Member Services, James P. Hill; or BLS Chair, Rob Harris, and join the ever expanding discussion!

Amplify Your Professional Reputation by Joining a Standing Committee Join a Standing Committee

Standing Committees 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 November 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 to the State Bar website.

Attend a Standing Committee Meeting and Participate in Your BLS

The BLS achieves its goals through the work of its fifteen Standing Committees. You are invited to attend any regular monthly meeting of the BLS Standing Committees (see below). 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 list of upcoming dates, see Standing Committee Meetings.


Monique Jewett-Brewster. Acting Editor-in-Chief
Kristina Del Vechio
Peter Menard
Jim Hill
Rob Harris

For contact information, see the Executive Committee Roster.