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Business Law E-News -- November 2015

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

Top News

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

  1. The Nonprofit Organizations Committee Publishes Its Substantive E-Bulletin Update on the New California Law Streamlining Dissolution for Inactive Nonprofit Corporations
  2. The Corporations Committee Announces the 2015 Institute for Corporate Counsel Event – Where Law, Business and Politics Intersect
  3. Save the Date: the Insurance Law Committee to Present December 10th "How To" Webinar on Strategies to Stay Enforcement of Judgments
  4. Have Questions About the Automatic Stay or Conducting Discovery in Bankruptcy? Tune In to the Insolvency Law Committee’s Two “How To” Webinars in December
  5. The Agribusiness Committee Holds Its (Very) Popular Annual Wine Tour in Lodi
  6. A Legislative Proposal by the Corporations Committee Becomes Law
  7. The Cyberspace Law Committee Hosts Its Successful Privacy & Data Breach Symposium
  8. Reach a State-Wide Audience by Publishing in the Business Law News
  9. Have a Specialty Business Law Practice? Keep Up With Current Legal Developments by Receiving E-Bulletins Specifically Tailored for Your Field
  10. Showcase Your Knowledge! Follow the BLS on Social Media and Contribute to Discussions
  11. Amplify Your Professional Reputation by Joining a Standing Committee
  12. Attend a Standing Committee Meeting and Participate in Your BLS
  13. Standing Committee Meeting Dates
  14. Editors

The Nonprofit Organizations Committee Publishes Its Substantive E-Bulletin Update on the New California Law Streamlining Dissolution for Inactive Nonprofit Corporations

This month, the Nonprofit Organizations Committee published an informative BLS E-Bulletin outlining the new streamlined administrative dissolution process for inactive nonprofit corporations. AB 557, effective January 1, 2016, creates a streamlined administrative dissolution process for nonprofits in three different ways.

Streamlined Administrative Dissolution Process for Nonprofit Corporations

Beginning January 1, 2016, inactive nonprofit corporations, which are eligible for administrative dissolution under the recently enacted law, AB 557, can be automatically or voluntarily dissolved. This bill was passed in response to a significant problem with nonprofit corporations filing incorporation papers with the Secretary of State, but then failing to launch or continue operations and remain up to date on filing and tax requirements. These inactive nonprofits never go through the formal dissolution process and become a hindrance to the state. The Secretary of State (SOS), Franchise Tax Board (FTB), and Attorney General are responsible for regulating nonprofit corporations and spend a significant amount of resources and time attempting to register, tax, and audit nonprofits that no longer exist. The SOS and FTB estimate that there are close to 60,000 nonprofits currently in their systems that would be eligible for the administrative dissolution process established under AB 557.

AB 557 creates a streamlined administrative dissolution process for nonprofits in three different ways. First, the FTB may automatically administratively dissolve a corporation that is suspended or forfeited for a period of more than 48 continuous months and is no longer in business. AB 557 allows the FTB to waive delinquent taxes, penalties and interest under specified conditions. Second, the California Secretary of State can allow a short form dissolution for eligible nonprofit corporations that file for dissolution within 24 months from the date the articles of incorporation were filed. Third, the FTB will be developing a form that practitioners and/or nonprofit corporations can complete and submit to FTB to voluntarily request the administrative dissolution of nonprofit organizations that may be eligible.

The Corporations Committee Announces the 2015 Institute for Corporate Counsel Event – Where Law, Business and Politics Intersect

On Wednesday, December 2, join U.S. Attorney Eileen Decker (C.D. Cal.), as well as the NLRB’s Harry Johnson, California Supreme Court Justice Goodwin Liu, California Court of Appeal Justice Elwood Lui, the TCW Group’s Chairman Marc Stern and many others at the 2015 Institute for Corporate Counsel at The California Club in downtown Los Angeles (made available courtesy of Club member Edward Garlock).

Organized by the USC Gould School of Law and the Corporate Law Departments Section of the Los Angeles County Bar Association, the day-long Institute will focus on new developments in law, business and politics that affect Los Angeles area lawyers.

Speakers include civic leaders and top counsel and business leaders from across several industries. The event will also include five networking events so that attendees may meet, re-connect and learn from their peers, in addition to a total of 5.75 hours of MCLE and 4.00 hours of CPE credit. Register now by clicking here.

For the latest information on the program and speakers, follow The Institute for Corporate Counsel on both LinkedIn and Facebook and Twitter (@ICCGovernors).

For a full copy of the Institute program, CLICK HERE. Call (213) 821-3580 or email cle@law.usc.edu with any questions.

Save the Date: the Insurance Law Committee to Present December 10th "How To" Webinar on Strategies to Stay Enforcement of Judgments

On Tuesday, December 10, the Insurance Law Committee will present its “How To” webinar, “Staying Enforcement of Judgments Using Appeal Bonds and Other Techniques.” This webinar will present an overview of the basic rules for enforcement of judgments when entered, and for staying enforcement pending post-trial motions and an appeal from the judgment.

This webinar will be useful for defense trial litigators, appellate litigators, and insurance counsel, who are frequently involved in posting bonds and otherwise staying enforcement while they try to have judgments reversed.

Speakers Steven Fleischman and Mark Kressel, and moderator David Axelrad, will address such questions and issues as: what types of awards are stayed without a bond; the pros and cons of seeking or agreeing to a waiver of or court relief from the bonding requirement; how a temporary stay is obtained during post-trial motion proceedings; how to determine and challenge the sufficiency of a bond; how to deal with bond brokers and sureties; what alternatives are available in lieu of an appeal bond from an admitted surety insurer; and what is the post-appeal status of an appeal bond and deposit in lieu of bond.

To register, CLICK HERE.

Have Questions About the Automatic Stay or Conducting Discovery in Bankruptcy? Tune In to the Insolvency Law Committee’s Two “How To” Webinars in December

This December, the Insolvency Law Committee is pleased to present two practice-oriented “How To” webinars offering “nuts and bolts” guidance to attorneys practicing in the bankruptcy courts.

On Thursday, December 3, speakers Monique Jewett-Brewster and David B. Shemano and will present on “How the Automatic Stay Can Disrupt, if Not Destroy, Your Litigation Strategy: What Every Litigator Needs to Know About the Scope of the Automatic Stay.” In this program, the speakers will address the general rules governing the applicability of the automatic stay, the standards for obtaining relief from the automatic stay, and what remedies may be available if a party violates it. The speakers will also address such questions as: Can the debtor choose to waive the stay and continue to litigate? Does the automatic stay apply to counterclaims asserted by the debtor? Can the plaintiff continue litigation if an insurer is defending the debtor? And, does the state court have jurisdiction to determine whether the automatic stay applies? To register, CLICK HERE .

On Thursday, December 17, speakers Jonathan S. Dabbieri and Uzzi Raanan will present on “The Ins and Outs of Discovery in Bankruptcy.” This webinar will address the advantages and disadvantages of utilizing these examinations, as well as the procedures governing Bankruptcy Code section 341(a) and Bankruptcy Rule 2004. This webinar will further address the differences between a contested matter and an adversary proceeding, when each procedure applies, and what discovery rules govern each of these procedures. The speakers will focus on what a practitioner should know about serving and responding to various discovery demands (written requests and oral examinations), handling disputes, and how to obtain rulings from the bankruptcy court when the parties are unable to resolve their disputes over discovery matters. To register, CLICK HERE.

The Agribusiness Committee Holds Its (Very) Popular Annual Wine Tour in Lodi

The Agribusiness Committee held its annual Wine Tour on Friday, November 13. Attendees gathered in downtown Lodi for a private wine tasting and cheese pairing at Jeremy Wine Company, where owner Jeremy Trettevick discussed grape varietals and wine label design.

The group then toured the Lodi Wine Laboratories’ facility, where Matt DiVisconte, Chief Chemist, discussed the various ways wine quality can be affected by environmental and other factors, and how winemakers can avoid or remedy these problems. Guests were treated to lunch in the Barrel Room of Lange Twins Winery, where Zoey Merril of the San Joaquin County Counsel's Office gave a presentation on land-use issues and the County's Winery Ordinance, and Gregg Meath of Meath & Perirra gave a presentation on social media and conflicts with tied-house laws. After lunch, the group received a tour of the Lange Twins Winery facility and learned about the winery’s sustainable farming and winemaking practices from owner Randy Lange. The tour concluded at Oak Farm Vineyards, where guests toured the historical grounds and received a private tasting of their award-winning wines.

A Legislative Proposal by the Corporations Committee Becomes Law

On October 10, Governor Brown signed into law a bill that will create a statutory exemption for “finders” from the California securities broker-dealer registration requirement. The bill, AB 667, stems from a 2012 legislative proposal initiated by the Corporations Committee in an effort to address the lack of clear guidance for using finders in California securities transactions. Among other things, AB 667 will create a statutory definition of “finder,” and will permit finders who meet the definition to receive transaction-based compensation, provided they satisfy the exemption (including certain disclosure requirements). This can make a significant difference for smaller companies looking to raise needed capital. California is one of only a handful of states that have addressed this issue. Last year, the SEC signaled it may be moving in a similar direction by granting no-action relief for "M&A brokers" who receive transaction-based compensation without registering as securities broker-dealers.

The Cyberspace Law Committee Hosts Its Successful Privacy & Data Breach Symposium

On October 28, the Cyberspace Law Committee continued its educational programming mission and conducted a successful privacy and data breach symposium at UCLA School of Law, in conjunction with the Lowell Milken Institute for Business Law and Policy.

The speakers represented a panoply of experts from the Department of Justice, faculty from Loyola, UCLA and USC Schools of Law, in-house technology counsel, and a former clerk to Justices Sandra Day O’Connor and Sonia Sotomayor. The presentations were well-received by the 70 attendees.

Practitioners interested in learning more about privacy, data breach, or more generally, the "internet of things," are encouraged to attend future Cyberspace Law Committee events, including its monthly telephonic meetings on the second Tuesday of every month. To obtain more information, please contact any of the Committee’s officers listed below.

The officers would like to thank the panelists and moderators for their informative and entertaining presentations:

Panel 1: PRIVACY IN THE INTERNET OF THINGS

  • Dan Nabel, Lecturer in Law at the USC Gould School of Law and Associate General Counsel, Riot Games
  • Jesse Saivar, Intellectual Property Protection & Compliance, Greenberg Glusker Fields Claman & Machtinger LLP
  • Mark Aldrich, Senior Technology Attorney, FLEX by Fenwick, acting as legal advisor to Fortune 100 companies, Principal of Aldrich Law Group
  • Moderator -- Erik Syverson, Entertainment & Media Litigation, Raines Feldman LLP

Panel 2: CURRENT ISSUES IN DATA BREACH

  • Kristen Eichensehr, Visiting Assistant Professor, UCLA School of Law
  • Todd Stefan, Executive Vice President at Setec Security
  • Ryan White, Cyber & Intellectual property Crimes Section, U.S. Attorney’s Office, Central District of California, Adjunct Professor, Loyola School of Law
  • Moderator—Patrick Downes, Regulatory and Class Action Defense, Loeb & Loeb LLP

Reach a State-Wide Audience by Publishing in 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, the BLN reaches the entire section, over 8,800 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 skill set. Now is your chance to participate! BLN is actively 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 for more information. You can find 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 the application to join BLN by CLICKING HERE.

Have a Specialty Business Law Practice? 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.

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.

Editors

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

For contact information, see the Executive Committee Roster.