Get Involved—Make a Difference!
Once you become active in something, something happens to you.
You get excited and suddenly you realize you count.
-- Studs Terkel --
As I start my one-year term as Chair of the Business Law Section (BLS), I reflect on the reasons I got involved, the professional growth I’ve experienced, and the wonderful relationships I’ve developed along the way. While participation in a bar association can be time-consuming, the rewards are immense. If you have the time and inclination, get involved with the BLS! I promise that the effort you make will be rewarded many times over.
Dear Section Members:
Many of you may have asked about the reorganization of the State Bar and what will happen to the Business Law Section (“BLS”) in 2018 and beyond. In short, the BLS and the other 15 Sections and the California Young Lawyers Association are being separated from the regulatory agency of which they have been a part for nearly 40 years.
After years of study directed by prior legislation, and input from the Task Force for Governance in the Public Interest, the State Bar’s Board of Trustees, the former and the current Executive Directors of the State Bar Elizabeth Rindskopf-Parker and Leia Wilson, respectively, the staff of the State Bar, and the leaders of the Sections and Council of State Bar Sections, separation was determined to be both inevitable and in the best interest of both the Sections and the State Bar. The State Bar will be able to concentrate on its core public protection missions of admissions and discipline while the Sections will be able to streamline and enhance services to members, lower costs, expand areas of service, and operate without the growing regulations, restrictions, complications, and cost that accompanied being part of an agency of the State of California.
Through Tuesday October 3, 2017, BLS members can take advantage of the early bird registration fee of $370, which includes a continental breakfast, a luncheon program and up to 7.25 hours of CLE credit (including 1.0 hour of ethics credit). After October 5th, BLS members will be entitled to the special LACBA member rate of $435.
The Seminar is on Friday, October 20, 2017, and is presented by the Los Angeles County Bar Association’s Business and Corporations Law Section and the U.S. Securities and Exchange Commission. The 50th Annual Securities Regulation Seminar, co-sponsored with the California Department of Business Oversight and FINRA, will include discussions of SEC initiatives, rulemaking and priorities, as well as an overview of judicial, regulatory and enforcement developments, regulatory examination insights from the SEC Office of Compliance Inspections and Examinations, raising capital for small and medium-sized businesses, the SEC whistleblower program, recent developments in mergers & acquisitions transactions, and other matters of interest. It will be held at the Millennium Biltmore Hotel, 506 South Grand Avenue in Los Angeles, from 8 am to 5 pm. For more information, click here.
Courtesy of CEB, we are bringing you selected legal developments in areas of California business law that are covered by CEB’s publications. This month’s feature is from the September 2017 update to Sales and Mergers of California Businesses. References are to the book’s section numbers. See CEB’s BLS Landing Page for special discounts for Business Law Section members. The most significant legal developments since the last update include developments in such important topic areas as conflicts of interest, cybersecurity due diligence, noncompete covenants, advance IRS rulings, recent SEC rule changes, Hart Scott Rodino, insider trading, fraudulent transfers, and other topics.
SALES AND MERGERS OF CALIFORNIA BUSINESSES
September 2017 Update
Conflicts of Interest
In evaluating potential conflicts, the first step is to determine whether the representation at issue is concurrent or successive. Ontiveros v Constable (2016) 245 CA4th 686, 695. In that case, the court affirmed the disqualification of counsel for the corporation, who also represented the majority shareholder and his wife. The court found that the minority shareholder's derivative fraud claims rendered the interests of the majority shareholder and the corporation adverse to one another; therefore, the majority shareholder's attempt to consent to its counsel's concurrent representation of the corporation in the face of the minority shareholder's objection was not effective. See §1.2. READ MORE
CEB is currently offering discounts to BLS Members, including 10% off the price of a wide selection of CEB print and OnLAW publications as well as savings on section dues. For more information on these and other CEB discounts, click HERE.
The Business Law News (BLN) is seeking articles of general interest to business law practitioners for its next publication. With approximately 8,200 members, the BLS has a wide-ranging audience. The BLN is not only circulated to BLS members in print every quarter, it is also available to BLS members on the internet at www.calbar.ca.gov. Please submit your articles to the new editor-in-chief, Jerome A. Grossman READ MORE
The 15 BLS Standing Committees publish eBulletins announcing developments in their area of law and upcoming events open to BLS members. Click HERE to sign up to receive these eBulletins from any BLS Standing Committee completely free of charge.
We all know that social media can help drive new business. Did you know that the BLS maintains a presence on LinkedIn, Twitter, 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 Coordinator, Reno F.R. Fernandez III (Reno@MacFern.com); BLS Vice-Chair of Publications, Monique D. Jewett-Brewster (firstname.lastname@example.org); or BLS Chair, Uzzi O. Raanan (email@example.com), and join the ever expanding discussion!
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 March are listed below. A description of the required commitment and application process, along with a link to the application, can be found HERE.
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.
For a list of upcoming meeting dates and contact persons, see Standing Committee Meetings HERE. Please note that schedules and locations are subject to change at the last minute, so participants are encouraged to contact their Chair for any updates.
We're very grateful for your membership in the Section.
As a token of that, we're offering self-study MCLE credit in the areas of Legal Ethics, Competence Issues, and Recognition and Elimination of Bias in the Legal Profession and in Society. The programs are posted in our Member's Only Area.
Simply watch the programs and keep track of having done so. You can report this to the State Bar when it's time to demonstrate your compliance with the MCLE requirements.
Business Law Section
The State Bar of California
180 Howard Street
San Francisco, CA 94105-1639