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Business Law E-News -- October 2015

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

Top News

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

  1. Your 2015 Annual Meeting Wrap-up
  2. Save the Date:  Business Litigation Committee to Present November 3rd “How To” Webinar on Expert Witnesses
  3. Cyberspace Committee Hosts Second Annual Symposium Regarding Privacy and Data Breach with Free MCLE Included
  4. Opinions Committee Circulating Draft Opinion On Personal Property Secured Financing Transactions
  5. Tour Lodi Wine Country with the Agribusiness Committee
  6. Agribusiness Committee’s 2015 Water Tour Report
  7. Corporations Committee Legislative Proposal Becomes Law
  8. Insolvency Law Committee Celebrates its Accomplishments in 2014-2015 and Looks Forward to Another Productive Year
  9. A Message from the Chair of the Consumer Financial Services Committee
  10. Get involved with the Business Law News
  11. Are You Interested in a Specialty Area of Business Law?  Join a Constituency List to Receive Regular E-Bulletins in Your Area of Interest
  12. Follow the BLS on Social Media and Contribute
  13. Join a Standing Committee
  14. Connect 15
  15. Standing Committee Meeting Dates
  16. Editors

You 2015 Annual Meeting Wrap-up

Here’s a look at some of the highlights from BLS educational panel presentations that took place during the State Bar’ Annual Meeting this month:

Non-Profits:  The Non-Profits Committee sponsored a program entitled “Ethical Issues and Pitfalls for Non-Profit Boards and their Advisors.”  Speakers Lisa Rundquist, Courtney Gardner, and Elizabeth Bluestein covered ethical considerations for non-profit boards, especially for practitioners who serve both as a board member and represent the board and/or organization.

Consumer Financial Services Committee& Financial Institutions:  The CFSC and Financial Institutions Committees jointly sponsored a program entitled, “Debt Collection in the Age of Technology and the CFPB.”  Speakers Abbas Kazerounian, Avital Samet, and moderator Kristina Del Vecchio discussed how new developments in technology are impacting the debt collection industry, the state of the law in California related to debt collection, the impact of the CFPB’s enforcement actions and guidance, and what to expect from the CFPB. 

Insolvency:  The Insolvency Law Committee presented two programs: “Bankruptcy Appellate Practice,” presented by Hon. Laura S. Taylor, U.S. Bankruptcy Judge Southern District, Sarah Stevenson, 9th Cir. BAP staff attorney, and Alan Vanderhoff, covering the nuts and bolts of a bankruptcy appellate practice, including standing, mootness, jurisdictional review, and what makes an effective and persuasive appeal; and “Ninth Circuit & Supreme Court Bankruptcy Year in Review,” presented by Hon. Charles Novack, U.S. Bankruptcy Judge Northern District , Hon. Mark Wallace, U.S. Bankruptcy Judge Central District, and Jonathan Hayes, examining recent bankruptcy decisions issued by the 9th Circuit Court of Appeal, the 9th Circuit BAP, and the U.S. Supreme Court.

Cyberspace: The Cyberspace Committee sponsored a program entitled, “Basic Legal Skills Necessary for Advising Clients Doing Business Online.”  Speaker (and outgoing BLS Chair) Robert Hawn discussed recent developments in Cyberspace Law and practical tips for handling data breaches, writing privacy policies and terms of use, handling online defamation, complying with online advertising online rules, protecting your client’s intellectual property on social media (e.g., Facebook, Twitter) and online marketplaces (e.g., eBay, Amazon), and included a brief overview on how to ethically promote your practice on the Internet.

Corporations: The Corporations Committee presented a program entitled, “Recent Developments in Federal and California Securities Laws.”  Speakers Cathryn S. Gawne and Robert Rugan surveyed recent developments in federal and California securities laws, including the current status of rulemaking under the JOBS Act, proposed changes to Regulation D (including the debate about updating the definition of “accredited investor”), and attempts to distinguish overlapping categories of professionals who deal with securities (such as finders, real estate brokers, and securities brokers).  

BLS and the Litigation Section: The Business Law Section and the Litigation Section jointly sponsored a program entitled, “When Deals Go Bad: Drafting Contracts with Litigation in Mind.”  Speakers April Frisby, Jerome Sapiro, and moderator Norman Rodich discussed drafting contract pitfalls that can lead to litigation and how to avoid them by looking at practical examples of actual cases of drafting ambiguities that could have been avoided.

The Franchise Law Committee and the Real Property Section:
The Franchise Law Committee and the Real Property Section jointly sponsored a program entitled, “Practical Tips for Negotiating Commercial Leases for Franchise Locations.”  Speakers Christine Gregorak, Scott A. Gronek, and Gerard P. Davey discussed various practical issues involved in negotiating commercial leases for franchise locations, including subleasing, collateral assignments of lease, prioritization of security interests, franchisor brand protection, and trade name and use clauses.

Save the Date:  Business Litigation Committee to Present November 3rd “How To” Webinar on Expert Witnesses

On November 3, 2015, the Section’s Business Litigation Committee (“BLC”) will present its How To webinar, “How To Be, and How To Use, an Expert Witness.”  Much of the published guidance regarding experts has been devoted to the areas of qualifying an expert, admitting evidence, and conducting direct or cross-examinations during trial.  The BLC’s program, however, will explore the topic of experts from the perspective of the expert witness, and also provide guidance where the expert is an attorney.  Presenters include Jon Pfeiffer, a litigator who often utilizes expert witnesses in his practice, and Neil Wertlieb, a corporate attorney and UCLA Professor of Law who has served as an expert witness in a number of cases, including on such topics as:  What are the initial steps that every expert should take immediately after being retained?  What are some key considerations the expert should address with retaining counsel before the scope of his/her testimony is even discussed?  How do an expert’s actions/inactions early on in a case affect his/her ability to participate later on?  This program will also help litigators maximize the value of their experts by providing insights into how experts often view their own role and how early interactions can help, or hurt, your case. To receive a notification about the time and date of this program please join the BLC’s “constituency list” by clicking HERE and following the sign up instructions, or by contacting committee chair Peter Bronson or membership co-chair Ellen Fenichel.

Cyberspace Committee Hosts Second Annual Symposium Regarding Privacy and Data Breach with Free MCLE Included

On October 28, from 5 to 8:30 p.m. at the UCLA School of Law, the Cyberspace Law Committee will present its Second Annual Symposium, including a stellar lineup of speakers, 2.0 hours of complimentary MCLE credit, and food & refreshments.  The presentation on Privacy and Data Breach will deal with United States and EU privacy obligations, regulatory enforcement, current developments in the EU safe-harbor negotiations for data transfer to the United States, international law and national security implications from data breach, and current trends and best practices to minimize exposure for United States organizations.  Mark your calendars for this important free event.
For more information and to register online, please click HERE.

Opinions Committee Circulating Draft Opinion On Personal Property Secured Financing Transactions

The Opinions Committee is circulating an exposure draft of its Sample California Third-Party Legal Opinion Letter for Personal Property Secured Financing Transactions.  The Sample Opinion provides, in one letter, foundational opinions, remedies opinions, and security interest opinions, and offers guidance in their preparation.  To obtain a draft of the Sample Opinion, please click HERE.  Comments can be provided in writing to the Reporter for the Sample Opinion, Peter S. Szurley, on or before November 24, 2015.

Tour Lodi Wine Country with the Agribusiness Committee

On November 13, from 10:00 a.m.-4:30 p.m., join the Agribusiness Committee for an all-inclusive tour of the Lodi wine country.  We will meet at Jeremy Wine Company in Downtown Lodi for a private wine tasting with owner & winemaker, Jeremy Trettevik, and a pairing of hand-selected artisan cheeses provided by local cheese purveyor, Cheese Central of Lodi. Guests will then board a private motor coach and tour the Lodi Wine Laboratories’ facility to learn about alcoholic beverage testing.  The tour will then take a brief scenic drive to Lange Twins Winery, an industry leader in sustainable farming and wine production practices.  Lunch will be served in the winery Barrel Room, where several guest speakers will provide a lunchtime presentation on a variety of current ag and wine-law issues.  After lunch, the tour will proceed to Oak Farm Vineyards for a guided tour of the historical grounds, and guests will enjoy a special “sensory tasting” of select Oak Farm wines.  The tour will return to Downtown Lodi at approximately 4:30 p.m.  At the conclusion of the tour, guests may visit additional wine tasting rooms, restaurants, and other points of interest—all within easy walking distance of the tour departure/return point.  
Guests should wear comfortable, weather-appropriate clothing, and closed-toe footwear suitable for walking outdoors and through winery facilities.

The cost is $40/person and includes the tour, transportation during the tour, wine and food tastings, lunch, and MCLE credit.  MCLE credit (number of hours TBD) will be offered by Kroloff, Belcher, Smart, Perry, & Christopherson. Please RSVP by November 6, 2015 to Mia Brown.  Limited spaces are available, so attendees are encouraged to register early.  This is not a State Bar sponsored program.

Agribusiness Committee’s 2015 Water Tour Report

Water TourWater TourThe Agribusiness Committee provided an exciting way to earn MCLE credits with a tour of Imperial Irrigation District (IID) on October 16th.  The tour provided an in-depth description of the town and the system that supports a significant portion of the nation's agricultural needs. The visit began at IID headquarters, where the group received an overview of the IID water system and the efforts that go into monitoring the transfer of approximately 250,000 acre-feet of water each year. Next, the group took an interactive bus tour through Imperial Valley where IID’s staff explained the unique farming practices of growers, the variety of agriculture in the area, and how IID and its landowners efficiently use water. While the tour took the group to landmarks such as IID’s Managed Marsh and natural Mud Pots, the tour guides educated the group about the valley's on-farm projects and water conservation efforts.  The bus then stopped at Red Hill Bay to take in views of the Salton Sea and discuss IID's Salton Sea restoration plans.  The visit concluded with a tour of Hudson Ranch Geothermal Plant and a Sun Peak Solar facility, where representatives from each facility explained their unique processes of creating renewable energy out of steam and sunlight, respectively.

A special thanks to the IID for collaborating with the Agribusiness Committee and providing an enlightening tour on the IID’s water, energy, agriculture, and conservation.

Corporations Committee Legislative Proposal 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 which 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.

Insolvency Law Committee Celebrates its Accomplishments in 2014-2015 and Looks Forward to Another Productive Year

Insolvency Law CommitteeThe Insolvency Law Committee (ILC) held a well-attended in-person meeting at the State Bar Annual Meeting on October 9th. During the past Bar year (2014-2015), the ILC published nearly 100 updates on new case law, events and issues of interest through its Insolvency Law e-Bulletins; published its first in a series of judicial profiles on U.S. Bankruptcy (and former ILC member) Judge Neil W. Bason; expanded its presence and discussions on Twitter and LinkedIn in order to foster more interactive communications with its constituency; presented a number of MCLE sessions at the State Bar Annual Meeting and State Bar Solo and Small Firm Summit; and partnered with the Business Law Section and the State Bar to enact new law in California. It was a productive year and the ILC thanks its outgoing Co-Chairs, Monique Jewett-Brewster and Van Durrer, for their outstanding leadership of the ILC during the last Bar year!

The ILC also welcomes its new leadership for the 2015-2016 Bar year—Co-Chairs, Leib Lerner and Corey Weber, Co-Vice Chairs, Reno Fernandez and Asa Hami, and Secretary, Radmila Fulton, as well as all of the new and continuing ILC members and advisors.  The coming year will start off with two “How To” webinars, 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, December 3, 2015 at 12:00 p.m., and The Ins and Outs of Discovery in Bankruptcy, December 17, 2015 at 12:00 p.m.  The ILC looks forward to another productive year.  Please contact Leib Lerner or Corey Weber if you are interested in getting involved with the ILC or drafting Insolvency Law e-Bulletins on case updates or other topics of interest.

A Message from the Chair of the Consumer Financial Services Committee

If you have been admitted to the California Bar for at least five years, are a member of the BLS, and your practice involves the constantly evolving field of consumer financial services, please consider membership on the Consumer Financial Services Committee (the “CFSC”).  The CFSC is a diverse group of accomplished professionals with a wide range of expertise.  We welcome both plaintiff and defense-side attorneys, in-house attorneys, financial services companies, and financial technology companies.  Most of our meetings are conveniently held over the telephone, and we offer free MCLE credit on topics that are timely and relevant.

This year we look forward to gathering in Sacramento for our annual “Sac Day,” where we will have an opportunity to interact with lawmakers.  Also on the roster are programs about new payday lending rules, credit reporting in the modern era, online lending, and TRID disclosure requirements, among other topics.  If you have ideas for additional programs that might interest our constituency, please do not hesitate to contact Chair, Jennifer Duncan, or one of the other officers of the CFSC.  You can reach Jennifer Duncan.  She welcomes your inquiries, and is eager to share her experiences with the CFSC, which she attests offers a refreshingly high level of camaraderie. 

Finally, the CFSC is pleased to announce its new leadership for the 2015-2016 Bar year: Jennifer Duncan, Chair, Consumer Financial Services Committee; Alicia Tortarolo of Hudson Cook, LLP, Vice Chair of Communications; Scott Pearson of Ballard Spahr LLP, Vice Chair of Membership; Andrew Noble of Severson & Werson, Vice Chair of Programming; Brian Farrell of Sheppard Mullin Richter & Hampton LLP, Vice President of Legislation; and Avital Samet, General Counsel of TrueAccord, Secretary.  Sincerely, Jennifer Duncan, Chair, Consumer Financial Services Committee.

Get involved with the Business Law News

A subscription to the Business Law News (BLN) has often been calledthe most significant membership benefit of the BLS.  Published quarterly, 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 practice. 
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 HERE.

Are You Interested in a Specialty Area of Business Law?  Join a Constituency List to Receive Regular E-Bulletins in Your Area of Interest

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.

Follow the BLS on Social Media and Contribute

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!   

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.

Connect 15

You are invited to attend a regular monthly meeting of one of the BLS’s fifteen Standing Committees.  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

Robert Brayer, Editor-in-Chief
Jill Kovar
Sarah De Diego 
Thomas Gump 
Robert Harris 
Robert Hawn
William T. Webb

For contact information, see the Executive Committee Roster.