Business Law Section E-News

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

TOP NEWS

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

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. Three (3.0) units of general MCLE credit will be offered by Downey Brand LLP. Please note that The State Bar of California is not the provider of this MCLE credit. Please RSVP to Pam Hotz at photz@cfbf.com by Friday, January 29, 2016.

Corporations Committee Comments on Proposed Amendments to SEC Rule 147

The Corporations Committee recently submitted a comment letter to the Securities and Exchange Commission in connection with the proposed amendments to Rule 147 under the Securities Act of 1933, as amended (the “Act”). Rule 147 currently provides a safe harbor for compliance with the intrastate offering exemption from registration in Section 3(a)(11) of the Act. The proposed amendments would create a new exemption for intrastate offerings of securities by companies doing business in-state and would remove the current Rule 147 safe harbor. Authored by Committee member Istvan Benko, the comment letter states the Committee’s belief that the SEC “should leave existing Rule 147 in place and unchanged as a safe harbor for compliance with Section 3(a)(11), and that the proposed revisions to Rule 147 should be designated as a new rule.”

The Corporations Committee focused its comment on the SEC’s request, recommending that the SEC leave existing Rule 147 in place and unchanged as a safe harbor for compliance with Section 3(a)(11), and that the proposed revisions to Rule 147 be designated as a new rule. The Committee noted that the proposed amendments to Rule 147 were intended to facilitate intrastate crowdfunding and other smaller capital formation activities of small businesses, early stage firms and start-ups that are close to the “idea” stage of the business venture. However, the Committee stated that it believed that many other kinds of issuers could continue to benefit from Rule 147 in its current form, including issuers relying on non-crowdfunding exemptions, more mature issuers, issuers who desire to raise more than $5 million, and issuers conducting intrastate offerings under Section 3(a)(11) that may not satisfy the newly created state-imposed investor limitations contemplated by the proposed amendments to Rule 147. In light of the complementary, rather than conflicting, nature of the current Rule 147 safe harbor and the proposed exemption, the Corporations Committee recommended that the SEC provide both options to issuers pursuing intrastate offerings. A copy of the Corporations Committee’s comment letter can be accessed HERE.

Financial Institutions Committee to Present "CMBS 101" and Dodd-Frank Regulatory Update

Join the Financial Institutions Committee in their two upcoming educational programs. On Tuesday, February 9, 2016, from 9:30 a.m. to 11:30 a.m., the Committee will present the fundamentals of the commercial mortgage-backed security (CMBS) market. One hour of MCLE credit will be provided by Kilpatrick Townsend & Stockton LLP for this program. Please note that The State Bar of California is not the provider of this MCLE credit. In addition, on Wednesday, March 16, 2016, from 9 a.m. to 11:30 a.m., the Committee will co-sponsor the Dodd-Frank Regulatory Update.

The speakers for the February 9, 2015 “CMBS 101” program will be Thomas Biafore and Robert Brown of Kilpatrick Townsend & Stockton LLP. The presentation will take place at the San Francisco and Los Angeles offices of Buchalter Nemer, A Professional Law Corporation, 1000 Wilshire Boulevard, Suite 1500, Los Angeles, California 90017, and 55 Second Street, Suite 1700, San Francisco, California 94105. Those interested can also participate by phone: 855-520-7605/conference code 4190572853#.

The location for the March 16, 2016 Dodd-Frank Regulatory Update will be the Federal Reserve Bank of San Francisco, 101 Market Street, San Francisco, California 94015.

For more information on either program, please contact Steve Bloom at sbloom@frandzel.com or RSVP if you will be personally attending either program.

Assembly Judiciary Committee Member Brian Maienschein Agrees to Carry Franchise Law Committee’s Affirmative Legislative Proposal:  “Permitting Franchisors Without a Currently Registered Disclosure Document to Exhibit at a Trade Show”

The Franchise Law Committee is pleased to report that Assembly Judiciary Committee Member Brian Maienschein has agreed to carry the Committee’s Affirmative Legislative Proposal: “Permitting Franchisors Without a Currently Registered Disclosure Document to Exhibit at a Trade Show.” This 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 Committee’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.

A copy of this ALP can be accessed HERE.

Insurance Law Committee Publishes Appellate Law Update

The January monthly meeting of the Insurance Law Committee featured an update of recent insurance law opinions by Steven S. Fleischman of Horvitz & Levy LLP. A copy of the appellate law update can be accessed HERE.

Non Profit Organizations Committee Seeking New Members

Business Lawyers, the Non Profit Organizations Committee is seeking new members. If you represent non profits or tax exempt organizations, please join us to improve the non profit laws and regulations in California and be engaged in interesting discussions with other practitioners and regulators regarding the non profit legal world. If interested, please complete the application found HERE and email it to Carol Bradford, co-Chair, at cbradford@calfund.org, along with your bio, or call Ms. Bradford at 213-452-6266 for more information. 

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!

BLN is seeking articles from all Standing Committees for the Annual Review issue. The Annual Review consists of articles summarizing important legislative, case law and regulatory developments in a committee’s practice area and may range in length up to 10 double spaced pages or 2500-3500 words.  Send articles by February 1st to Everett L. Green at everett.l.green@usdoj.gov.

BLN is also seeking submissions for its Issue 2, 2016, an insolvency themed issue, on topics related to bankruptcy, insolvency, debtor-creditor relationships, enforcing judgments, and commercial litigation. The deadline is March 30, 2016.

Please contact Editor-in-Chief Everett Green at 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.

BLS Announces Significant Increase in e-Bulletins Published in 2015

The California State Bar has released e-Bulletin publication statistics for 2015. The BLS is proud to announce that this past year its 15 standing committees published 483 e-Bulletins. This number represents an 18% increase from 2014 and is in response to the increased interest that California business law practitioners and members of the judiciary have expressed in receiving well-written and thoughtful analyses of case law, newly-enacted legislation, and administrative law rules. While all standing committees had an exceptional year, the BLS Executive Committee congratulates the Insolvency (126), Consumer Financial Services (111), and Cyberspace Law (63) Committees for their increased e-Bulletin publications in 2015, and the high level of their work product.

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.