Business Law Section E-News

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

TOP NEWS

Here is your February 2016 E-News from the Business Law Section

State Bar Explores Separating Regulatory and Voluntary Functions

The State Bar recently formed its “Governance in the Public Interest Task Force” (“Task Force”) and has asked it to address the question, among others, of whether the State Bar should separate its regulatory and disciplinary functions from the functions performed by the Sections’ volunteers. 

The new Executive Director of the State Bar, Elizabeth Parker, initiated the study of these issues by a memo dated December 5, 2015, later amended, which outlined three important questions facing the Task Force, including whether the California State Bar should change its “unified bar” structure.  A “unified bar” is one that combines under a single umbrella entity both regulatory and volunteer functions, e.g., licensing and disciplining attorneys, on the one hand, vs. educating, publishing, proposing legislation, promoting collaboration among legal professionals and enhancing the practice, on the other hand. The Task Force is holding a public meeting to explore the issues on February 25, 2016, and will hear from representatives of the State Bars of Wisconsin and Washington State, the California Medical Association, the Commission on Judicial Performance, the California Insurance Commissioner, and the San Diego County Bar Association. On April 4, 2016, the Task Force expects the Sections to present their views and positions on whether the mandatory and volunteer functions of the Bar should remain unified. 

The BLS, in coordination with other Sections, has established a working group to study the issues. If you have views you would like to share, would like to participate in the exploration of the issues, or would like a copy of Director Parker’s memo, please contact the co-chairs of the BLS working group, Donna Parkinson, at donna@parkinsonphinney.com, or Paul Pascuzzi, at ppascuzzi@ffwplaw.com, so that your viewpoint may be heard. If you are a member of a Section other than the BLS, you can be directed to the working group from that Section.

Franchise Law Committee Legislative Proposal Re: Trade Show Exemption Becomes Assembly Bill 1782

Assembly Judiciary Committee Member Brian Maienschein has introduced, as Assembly Bill 1782, the Franchise Law Committee’s Affirmative Legislative Proposal which, if enacted, will permit franchisors without a currently registered disclosure document to exhibit at trade shows within California.

The Bill is designed to provide potential franchisors an avenue to gauge public interest in their franchise concepts before undertaking the substantial time and expense of preparing and registering franchise disclosure documents in this state. This proposed narrow exemption to California’s franchise laws would not alter the existing law’s general prohibitions against the unregistered sale of a franchise. The Franchise Law Committee is actively working with Representative Maienschein’s office to explain the benefits of the proposed law to the legislature.  A link to the bill is HERE

Financial Institutions Committee to Co-Sponsor Dodd-Frank Regulatory Update at the Federal Reserve Bank of San Francisco

On March 16, 2016, the Financial Institutions Committee will co-sponsor, along with the San Francisco Bank Attorneys Association and Financial Women of San Francisco, “Dodd-Frank and More: Regulatory Developments and New Challenges in the Financial Services Industry,” at the Federal Reserve Bank of San Francisco.

Speakers include Gerald Tsai, Associate General Counsel of the Federal Reserve Bank of San Francisco; William Harvey, Compliance Manager at Wells Fargo Bank; William Kroener III, Senior Counsel at Sullivan & Cromwell; Walter Mix III, Managing Director at Berkeley Research Group, LLC; Jennifer O’ Reilly, Director of Enterprise Risk Management for First Republic Bank; and John Stoker, Counsel at Wells Fargo Bank. The program will be moderated by Maureen Young, Managing Director and Associate General Counsel for MUFG Union Bank. MCLE credit will be provided by Frandzel Robins Bloom & Csato, L.C. Please note that The State Bar of California is not the provider of this MCLE credit. If you would like to attend this very topical program please contact David Moore at dmoore@frandzel.com no later than March 10, 2016. The program is free, but all attendees must register in advance.

Agribusiness Committee Holds California Farm Bureau Federation 2015 Issues Update

Employment, energy, and water were the key topics covered by the legal staff of the California Farm Bureau Federation at the 2015 Issues Update on February 5, 2016, which began with Carl Borden’s presentation covering selected issues affecting agricultural employers.

Covered issues included the details of Assembly Bill 1513, which clarified rest and recovery periods for piece-rate employees; the amended Cal/OSHA Heat Illness Prevention Standard (8 CCR section 339) effective May 1, 2015; and the expectations for employers’ treatment of an AB 60 drivers’ license. (AB 60 requires the California DMV to issue an original drivers’ license to an applicant who is unable to submit satisfactory proof of legal presence in the U.S.)

Energy and utility matters affecting agricultural landowners and operators were discussed by Karen Norene Mills and included discussion about the impact from proposed and existing large transmission lines, beginning with acquisition of easements by utilities for the lines and the post-construction consequences on crops, such as orchards. Ms. Mills also provided an update on changes to electric net metering rules, including the recent decision adopted by the California Public Utilities Commission.

Josh Rolph, Federal Policy Manager for the Farm Bureau, gave a brief update on the Waters of the U.S. Clean Water Rule, noting pending litigation. Jack Rice presented a thorough description of the Sustainable Groundwater Management Act, including the various deadlines that affected interests are facing, as well as the amendments to it by Assembly Bill 1390 and Senate Bill 266 approved in 2015. Mr. Rice also explained and provided the updated regulations for measuring and reporting on the diversion of water pursuant to Senate Bill 88, which was signed in 2015. The update from Justin Fredrickson, Environmental Policy Analyst, included information about the Federal Emergency Management Agency National Flood Insurance Program and the effects on building permits for new structures, including both residential and agricultural structures and facilities.

Insolvency Law Committee Encourages BLS Members to Attend the California Bankruptcy Forum’s 28th Annual Insolvency Conference

The Insolvency Law Committee (ILC) encourages members of the Business Law Section and insolvency community to attend the California Bankruptcy Forum’s 28th Annual Insolvency Conference (CBF), taking place May 20–22, 2016 at the Hyatt Regency Indian Wells, California.

Members of the ILC have been selected for numerous roles at CBF, including Tom Phinney as Vice President and Pro Bono Chair (past Chair of the ILC and current Vice-Chair of the BLS); Robbin Itkin as Conference Co-Chair (past member of the ILC); Michael Lauter as Education Co-Chair (ILC member); and John Tedford as Education Co-Chair (ILC member and Co-Editor-in-Chief of the ILC’s e-Bulletins).  In addition, members of the ILC have been selected to produce educational programs at CBF, or to serve as panelists, including Monique Jewett-Brewster (immediate past Co-Chair of the ILC and current member of the BLS Executive Committee); Leib Lerner (Co-Chair of the ILC); Michael Gomez (member of the ILC and Co-Editor-in-Chief of the ILC’s e-Bulletins); Paul Pascuzzi (advisor to the ILC and member of the BLS Executive Committee); Adam Lewis (advisor to the ILC); Corey Weber (Co-Chair of the ILC); Uzzi Raanan (past Co-Chair of the ILC and current Vice-Chair of the BLS); Donna Parkinson (past Chair of the ILC and current advisor to the BLS Executive Committee); Iain Macdonald (past member of the ILC); and Michael O’Halloran (member of the ILC and Co-Chair of ILC’s Education Subcommittee).  More information on the conference may be obtained by clicking HERE. Registration for CBF is open and can be done online by clicking HERE.

As in past years, the ILC will host an in-person business meeting at CBF on Friday, May 20, 2016, beginning at 9:30 a.m.  The ILC’s meeting will include a discussion of hot topics by highly-regarded forensic accountants (Tom Jeremiassen of Berkeley Research Group and Nicholas Rubin of Glass Ratner), and by a federal and state court receiver who has served as receiver in cases initiated by the U.S. Securities & Exchange Commission involving alleged fraud by the companies (Steve Donell of FedReceiver).  The ILC welcomes CBF attendees to attend the ILC’s meeting and discussion.  The ILC will also host its highly popular evening reception for CBF attendees, including attorneys, judges and law clerks, later the same day (May 20) starting at 5:15 p.m. 

For further information, please feel free to contact ILC Co-Chairs Corey Weber (cweber@brutzkusgubner.com) or Leib Lerner (Leib.Lerner@alston.com).

Read All About It: The Business Law News Presents a Preview of its Inaugural Issue Coming in March

The Business Law News will publish its inaugural 2016 issue in March.  Issue 1 begins with a discussion of money in politics. 

It has been more than five years since the U.S. Supreme Court’s decision in Citizens United, passing its six-year anniversary in January.  As many commentators have observed, Citizens United unleashed a torrent of outside spending on campaigns.  Andrew Kugler’s article explores California’s independent expenditure-only committees, or “super PACs,” and the laws which govern them.  Brian H. Cole’s article explores certain liability issues arising in the offer and sale of California franchises.  Gregory Barber addresses a similar theme in his discussion of the difficult valuation issues arising from buyouts or the purchase of interests in limited liability companies. Robert Wood’s article discusses the tax treatment of attorney’s fees in elder abuse claims.  Finally, Neil Wertlieb and Nancy Avedissian conclude Issue 1 with another outstanding article in their series on ethical issues arising in transactional matters.

Consumer Financial Services Committee Offers Monthly Lunchtime Lecture Series

Join the Consumer Financial Services Committee each month during its lunchtime lecture series on topics of interest to a wide variety of practitioners and earn free MCLE credit (albeit not provided by the State Bar of California).

The Consumer Financial Services Committee offers regular lunchtime lecture series as part of its monthly meetings.  In January, CFSC offered 1.0 ethics credits on the topic “Ethical Conundrums in Debt Collection.”  Avital Samet, then General Counsel at TrueAccord, led the presentation covering potential ethical conflicts to be aware of and avoid while practicing debt collection law. Among those topics explored were the attorney’s loyalty and confidentiality duties to his client, the attorney’s duty as an officer of the court and also those duties owed to the consumer. These aspects are relevant both to third party and first party debt collectors as well as to counsel who advise creditors and consumers alike. Ms. Samet was joined by plaintiffs’ attorney Matt Loker of Kazerouni Law Group, APC and Jeffrey Ehrlich of the Consumer Financial Protection Bureau.

The February 18, 2016 lunchtime lecture will feature a presentation on credit use and reporting in the 21st Century by Alicia Tortarolo and her colleague, Becki Kuehn of Hudson Cook, LLP.  This program is pending approval for MCLE credit by The State Bar of California for 0.75 hour of legal ethics.  If accepted, the credit will be provided by Morrison Foerster, an MCLE approved activity provider.  The State Bar of California is not the provider of this MCLE credit.

The March 17, 2016 lunchtime lecture will feature a spotlight on FinTech.  This will be an in-person meeting hosted at Severson & Werson in San Francisco, with a conference line available for anyone unable to attend in person. Dan Wheeler of Bryan Cave will moderate a conversation between in-house attorneys at Bay Area FinTech companies.  Among those topics covered will be how their companies differ from, or challenge, traditional providers, how they are dealing with uncertain regulations and regulators, and other relevant matters. Panelists include the Lending Club, Ted Buell from Prosper, and another panelist who will be announced next week.

For more information about these programs or the Consumer Financial Services Committee, please contact CFSC’s Chair, Jennifer Duncan, Jduncan@resortcom.com.

BLS is Proud to Partner With the California Minority Counsel Program to Advance Diversity in the Business Law Community

The BLS seeks to measurably increase the diversity of both its membership and leadership. Towards that end, the BLS is proud to partner with the California Minority Counsel Program (CMCP) to help achieve the BLS’ diversity and inclusion goals.

For over 25 years, the CMCP has been committed to action to improve diversity in the business legal community. Through its partnership with the CMCP, the BLS will work to identify innovative, concrete actions that will help drive diversity in business law–including, without limitation, encouraging diverse and minority attorneys to seek positions of leadership in the BLS by speaking, writing, and applying to join any one of the BLS’ fifteen standing committees. For more information, please contact Emily Yukich (eyukich@foxrothschild.com); Monique Jewett-Brewster (mjb@hopkinscarley.com); or Peter Menard (pmenard@sheppardmullin.com).

Reach a State-Wide Audience by Publishing in the Business Law News

A subscription to the Business Law News (BLN) is one of the most significant membership benefits of the BLS. Published quarterly, the BLN reaches the entire section, over 8,800 members. Publishing in the BLN is a terrific opportunity both to influence the discourse in the areas in which you practice and to market yourself and your skill set.

Now is your chance to participate!

Please contact Editor-in-Chief Everett Green (everett.l.green@usdoj.gov) for more information.  You can find the BLN’s submission guidelines HERE.  Finally, have you been interested in getting involved in the BLS but don’t know where to start?  BLN is now seeking enthusiastic section members to join its Editorial Board.  You can find more information about the BLN Editorial Board HERE and the application to join BLN HERE.

Keep Up With Current Legal Developments by Receiving E-Bulletins Specifically Tailored for Your Field

The 15 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.

To receive e-Bulletins published by one or more of the BLS standing committees (at no charge), click HERE.

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 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 (sarah@dediegolaw.net); BLS Vice-Chair of Member Services, James P. Hill (hill@sullivanhill.com); or BLS Chair, Rob Harris (rob@bindermalter.com), and join the ever expanding discussion!

Amplify Your Professional Reputation by Joining 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 February 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 Committees (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 February

For a list of upcoming meeting dates and contact persons, see Standing Committee Meetings.

Editors

Diana D. Herman, Editor-in-Chief
Monique Jewett-Brewster
Kristina Del Vechio
Peter Menard
Jim Hill
Rob Harris

For contact information, see the  Executive Committee Roster.