Business Law Section E-News

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

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

Update on Key Events Affecting the State Bar and Business Law Section

Changes are in store for those of you who volunteer as BLS Executive Committee or Standing Committee members and officers. While the changes will significantly impact the way we operate, the BLS has taken steps to ensure that our important work will continue.

Senate Bill 367, passed in 2015, makes the Bagley-Keene Open Government Act (the “Act” or “Bagley Keene”) applicable to the State Bar as of April 1, 2016. The purpose of Bagley Keene is to ensure transparency in the way governmental entities conduct business. To that end, the Act requires certain entities to publicly notice their meetings, prepare agendas, accept public testimony and conduct their meetings in public. The BLS and its standing committees are subject to the Act. Therefore, meetings conducted by the BLS Executive Committee and standing committees, including subcommittees, must comply with the Act’s notice and open-meeting requirements. This means that most committee or subcommittee meetings will have to be open to the public and may be conducted only upon 10-days’ notice pursuant to a pre-set agenda. Remote call-ins will be limited, and email communication between a quorum of members will also be restricted.

These requirements will impose inefficiencies on all Bar Sections, including the BLS. However, to ensure that the good work of this Section continues, the officers of the BLS and of the standing committees are collaborating with Bar staff and Bar counsel to find compliance solutions and minimize disruption. The BLS remains hopeful that, once solutions have been tried and refined, the impositions of the Act will have little impact on the important work of the BLS. To that end, we expect that BLS publications, including the BLN, eBulletins, eNews, as well as important legislative and educational work, will continue at the same quality and pace as before.

In the spirit in which the Act was codified, the BLS looks forward to further opening and publicizing its meetings and letting the public know about its important work on behalf of business lawyers and the public. Under the Act, members of the Bar and general public will have the ability to participate in the important work performed by members of the BLS. This may result in more feedback from non-members of the BLS regarding legislative proposals, discussions of the impact of new case law and legislation, and feedback from non-lawyers as to the impact of laws on their lives.

Another potential change on the horizon are movements seeking to have the Bar’s Sections, and perhaps other parts of the currently “unified Bar,” separate from the mandatory enforcement part of the State Bar. Were the voluntary part to separate from the involuntary part, the Sections would no longer be regulated and controlled as if they were government agencies. In one effort, State Bar President David Pasternak heads the Governance in the Public Interest Task Force, a sub-group of the State Bar Board of Trustees that is charged with evaluating the experience of other state unified or voluntary bars, the advantages and disadvantages of voluntary versus unified bars, the impact a restructure would have on the Bar, the experience of other professionals’ associations, how a voluntary bar would be supervised or governed and the impact of Bagley-Keene on the Sections. Public meetings are set for April 4, 2016, in San Francisco, and April 25, 2016, in Los Angeles, where the BLS and other Sections will express their views. Your views are valuable. We encourage you to contact BLS Ad Hoc Task Force Co-Chair Donna Parkinson (donna@parkinsonphinney.com) or Paul Pascuzzi (ppascuzzi@ffwplaw.com) with any questions or views you might wish to express or, even better, attend the April 4th or April 25th meetings and provide public comment. A second effort to restructure the Bar may soon come from the Legislature itself that would mandate or encourage a separate Bar for the voluntary activities the Sections, including the BLS, provide to Section members.

We will be keeping you fully informed as we navigate these uncharted waters.

BLS Leaders Contribute to First CEB Guide On Fiduciary Duties in Business Entities

BLS members Phil Jelsma, Ed Gartenberg, and Jeff Makoff contributed chapters to the new CEB Practice Guide, “Understanding Fiduciary Duties In Business Entities” (March 2016). Phil Jelsma was executive editor of the book and wrote or co-wrote five of the 10 chapters, including chapters on nonprofits and professional corporations and indemnification. Ed Gartenberg wrote chapters on partnerships and LLCs. Jeff Makoff wrote on fiduciary duties in family businesses and transactions. Other authors include Chad Ensz, Jeff Fillerup, Melissa Kurata, William Mills, David Parker, Peter Stockburger, Andrew A. Talebi, and John Vaughn. The book was edited by Suzanne Weakley, a CEB Publications Attorney and former Chair of the BLS’ Partnerships and LLCs Committee.

Phil Jelsma is a partner in Crosby Gliner Schiffman Southard & Swanson LLP in San Diego and an adjunct professor at the University of San Diego Law School. Ed Gartenberg is the founding member of Gartenberg Gelfand Hayton LLP in Los Angeles and a former Chair of the BLS Partnerships and LLCs Committee. Jeff Makoff is the current Co-Chair of the Business Litigation Committee and one of the Committee’s founding officers. The 630-page loose-leaf guide is available through CEB and also is available through CEB’s Online service HERE

Consumer Financial Services Committee and Financial Institutions Committee Welcome You to Attend Sacramento Day on April 12, 2016

The Consumer Financial Services Committee and Financial Institutions Committee are pleased to announce the date of the joint annual Sacramento Day on April 12, 2016 from 10:00 a.m. to 2:00 p.m. at the Legislative Office Building at 1020 N Street in Sacramento, CA. Kevin Gould, Senior VP from the California Bankers Association will kick off the event and introduce the legislators. After the program, all participants are invited to lunch at the Esquire Grill. This program provides a valuable opportunity to hear from lawmakers and to meet with your colleagues. Please RSVP for the event with Jennifer Duncan at jduncan@resortcom.com.

For any questions about the event contact Consumer Financial Services Committee Chair Jennifer Duncan (jduncan@resortcom.com) or Financial Institutions Committee Chair Steven Bloom (sbloom@frandzel.com).

Insolvency Law Committee Publishes E-Bulletin Judicial Profiles

On February 23, 2016, the Insolvency Law Committee (“ILC”) published the second in a series of E-Bulletin profiles of Ninth Circuit bankruptcy judges. To view the ILC’s Judicial Profile Series CLICK HERE. Judge Martin R. Barash was sworn in on March 26, 2015, and assigned to serve in the Woodland Hills branch of the United States Bankruptcy Court for the Central District of California. He recently welcomed members of the ILC to his chambers and discussed his personal and professional background, his transition to the bench, and other issues of interest.

The first judicial profile published by the ILC was about Central District of California Bankruptcy Judge Neil W. Bason, a former ILC Co-Chair. The ILC looks forward to publishing more judicial profiles in 2016, as part of its outreach to bankruptcy judges and effort to provide valuable information to its constituents.

For further information or to be added to ILC’s E-Bulletin constituency list, please contact ILC Co-Chairs Corey Weber (cweber@brutzkusgubner.com) or Leib Lerner (Leib.Lerner@alston.com).

Health Law Committee Announces April MCLE Program on Health Care Practice Ethical Issues

The Health Law Committee is pleased to announce its April program on health care practice ethical issues presented by Cassidy Chivers and Kendra Basner, both partners at Hinshaw & Culbertson LLP.  The program will be held on Friday, April 1, 2016 from 9:00 a.m. to 10:00 a.m. at the offices at Hooper, Lundy & Bookman, PPC’s offices in Century City, San Francisco and San Diego (which are linked via video conference). Anyone can participate by conference call (855) 520-7605 (pass code 5533707198#)

This program qualifies for 1.0 hours of ethics MCLE credit provided by Hinshaw & Culbertson LLP. This MCLE is not sponsored by The State Bar of California. 

For more information about this program or the Health Law Committee, please contact Chair H. Thomas Watson at htwatson@horvitzlevy.com. 

Corporations Committee Visits Department of Business Oversight

On March 4, 2016, the Corporations Committee visited the Department of Business Oversight (“DBO”) to learn more about its current initiatives and concerns.  The DBO regulates more than 360,000 licensees, including state chartered banks, lenders, mortgage brokers and loan originators, commercial finance lenders and payday lenders, as well as 280,000 broker-dealer agents and investment advisers.  After a brief welcome by Lila Mirrashidi, Deputy Commissioner for Law and Policy, Scott Wyckoff, General Counsel at DBO, provided the Corporations Committee with a summary of the DBO’s current major initiatives and concerns.  These include increasing the frequency of periodic reviews of broker-dealers registered in California and determining where marketplace lenders fit into the current regulatory framework as well as creating regulatory schemes for digital currency and the payday industry.  The DBO also gave the Corporations Committee an update on filings to date under the new finders’ registration fostered by the Committee. 

For more information about the Corporations Committee, please contact Co-Chairs Deborah L. Gunny (DGunny@ReedSmith.com) or Cathryn Gawne (cgawne@mh-llp.com).

Agribusiness Committee Invites You to Attend the 17th Annual Water Tour on April 22, 2016

The Agribusiness Committee's Annual Water Tour event will focus on the San Joaquin River Exchange Contractors Water Authority (“SJRECWA”), providing a legal overview and tour of the SJRECWA’s operations, conservation efforts and groundwater management projects.  Given the diverse and valuable crops produced within the 80-mile stretch of the SJRECWA’s boundaries and the creative water management and conservation tools used by these senior water rights holders, you do not want to miss this exclusive view inside the trenches. 

This year's water tour will include:

  • Overview of the Central Valley Project development and SJRECWA’s senior water rights through an “Exchange Contractors 101” presentation
  • Tour of the Los Banos Creek Detention Dam and various on-farm and in-district conservation projects implemented by the SJRECWA’s member entities
  • Discussions on how the SJRECWA is building partnerships with other local districts and how local water transfers allow for conservation of water and self-funding of the SJRECWA members agencies’ conservation and water resources programs
  • Drive to the Sack Dam along the San Joaquin River and discussion of the San Joaquin River Restoration Program efforts
  • Discussion of subsidence concerns at Sack Dam and other areas surrounding the SJRECWA
  • Visit to Firebaugh Canal Water District’s facilities and viewing of the conservation efforts used to limit losses of water supply and address drainage concerns
  • Discussion of drainage management and how this ties back into Delta planning efforts and water quality issues

Tour begins and ends at San Joaquin River Exchange Contractors Water Authority, 541 H Street, Los Banos, California 93635.

This program is $50 per person. The cost of the charter bus, pastries, coffee, water, snacks and lunch are included.  The program qualifies for 4.0 hours of general MCLE credit sponsored by Baker, Manock & Jensen, PC.  This MCLE is not sponsored by The State Bar of California.

Please RSVP to Susan Greco at Baker Manock & Jensen (sgreco@bakermanock.com or 559-432-5400) by Friday, April 15th with your name and company affiliation. Space is limited and will be filled on a first come, first serve basis.

Health Law Committee Provides Guidance Regarding Compliance with Final Regulations on Overpayments from Medicare Parts A and B

Four years after issuing proposed regulations regarding the “60-day rule,” the Centers for Medicare & Medicaid Services (“CMS”) recently issued final regulations, which were published in the Federal Register on February 12, 2016.  The final regulations are effective March 14, 2016 and apply to overpayments from Medicare Parts A and B. READ MORE

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. Click HERE to sign up to receive these E-Bulletins 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 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 April

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.