BUSINESS &
CORPORATE LAW
SECTION
About the Section
The Business & Corporate Law Section specializes in serving business and corporate law attorneys. We address a wide range of issues involving business and corporate law that are of interest to both audiences. Our members are served through CLEs and by access to the listserve where they can solicit information from other members. Any law student or lawyer with an interest in business and corporate law is welcome.
2024 Section Leadership
Matthew Hrutkay - Chair
Ray Ayers - Vice Chair
Thomas Mauriello - Member at Large
Ethan Watts - Member at Large
Coleman Alguire - New Member at Large
Bryce Calbria - New Member at Large
To contact section leadership, please email bar@sdcba.org.
Get Involved
We welcome the involvement of new members. Would you like to volunteer your time? Contact bar@sdcba.org to learn more about how you can get involved.
Section Resources
Helpful Sites
- California Secretary of State
- California Legislative Information
- California State Senate
- Foreign Corrupt Practices Act
Useful Blogs
The above resources are for informational purposes only and are not necessarily endorsed by the SDCBA.
Articles
Finding a Path to Mindfulness
By Ashley Peterson
Tragically, success as a lawyer is measured by how many hours we work and how many hours we bill, not by the hours spent with our family and friends, or memorable vacations we take. This mindset has to change.
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People of the State of California v. Sutter Health: A New Antitrust Approach?
By Phillip Stephan
Earlier this In March 2018, Attorney General Xavier Becerra brought a civil antitrust action on behalf of the People of the State of California, targeting Sutter Health with allegations that Sutter's behavior had, in the words of the Attorney General, Reached "a point where you're starting to show signs of bully."
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CCPA Proposed Amendments Update
By Ethan M. Watts
Earlier this year, the SDCBA Business & Corporate Law Section posted an article on California’s new sweeping data privacy law, the California Consumer Privacy Act (Sections 1798.100 - 1798.199 of the California Civil Code) (“CCPA”), which goes into effect on January 1, 2020.
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Cybersecurity – Is Your Law Firm At Risk?
By Ashley M. Peterson
In this ever-changing era of technology we live in, cybersecurity continues to be a major concern for all industries, especially lawyers. There has been an upswing in cyberattacks against law firms over the last few years.
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Trust Might Trip Up Your Partnership’s Succession Plan
By Carl L. Jones
It is not uncommon for buyout provisions to be included in a partnership agreement. The provision insures that the remaining partners are not stuck with a partner that is not qualified to be a partner, not a good fit for the partnership, etc. Living trusts help to avoid the high cost and time associated with probating a decedent’s assets. Therefore, it is not uncommon for a partner to assign his or her ownership in a partnership to a living trust during life.
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Dynamic Dynamex: 9th Circuit Applies Dynamex’ New Test Retroactively
By Philip Stephan
In April 2018, the fallout from the Ninth Circuit’s Decision in Dynamex v. Superior Court quickly proliferated, as the decision upended decades worth of legal precedent that had provided the grounds to determine whether a worker was an independent contractor or an employee.
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Could Business Owners Be Forced to Grapple with Further Changes To Worker Classification Laws?
By Patrick Klingborg
Business owners, and their counsel, should be aware that more changes to the laws dictating worker classification could be on the horizon.
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Transparency and Representation: California’s New Workplace Laws
By Phillip Stephan
While the headlining effect of #MeToo surely played a major part in some of the sweeping changes to harassment laws in California, the scope of the new harassment laws goes beyond gender issues. California’s new laws are designed to increase transparency and curtail abuse of power through the grant of new rights and remedies to employees, as well as divesting options for businesses to sweep issues under the rug or silence those who believe their rights were violated.
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The California Consumer Privacy Act of 2018
By Will Marshall
The California Consumer Privacy Act, signed into law on June 28, 2018, will provide for some of the most stringent privacy protections to date in the U.S. when it goes into effect on January 1, 2020. Unfortunately, the law was negotiated, drafted, and passed in hasty fashion in an effort to stave off the possible passage in November 2018 of an even more stringent version of the law by ballot measure.
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Will California Continue To Take the Lead On Changing the Landscape of Corporate Boardrooms?
By Christine Wu
On August 31, 2018, the California State Assembly will vote on Senate Bill 826, which imposes gender diversity quotas on publicly-traded companies headquartered in the state of California. Passed by the California State Senate on a 22-11 vote on May 31, 2018, SB 826 will require these companies to have at least one female director on their boards by the end of 2019.
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Introduction to 1031 Like-Kind Exchanges
By Ashley Peterson
When you own real property, that asset will generally appreciate in value over time, particularly if you own property in San Diego. When you sell that asset, capital gains tax will be due on the sale based on the appreciated value.
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Arbitration Provisions and the Impact of the Epic Systems Decision
By Sreelekha Haridas Maruthur
In a recent (and long-awaited) decision, the Supreme Court ruled on the enforceability of arbitration agreements containing class and collective action waivers of wage and hour disputes.
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The General Data Protection Regulation is Only a Few Weeks Away
By William Marshall
The General Data Protection Regulation (GDPR) is the European Union’s new data protection law. It was passed in the spring of 2016 and following a two year grace period, will be enforced starting on May 25, 2018, replacing the current Data Protection Directive in effect since 1995.
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Why Diverse Perspectives Matter: Lessons from the FinTech Frontier
By Michael Dallo
For certified tax law specialists in California such as myself, it is imperative to stay up to date and at the forefront of emerging tax issues. One major emerging sector is cryptocurrency, which brings new questions and issues along with the potential opportunities.
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Arbitration and Dysfunctional Drafting
By Carl Ingwalson Jr.
Arbitration is intended to be more expeditious and less expensive than litigation and, when conducted properly, it usually is. However, as the forty-page handout for the January 22nd program (“Drafting and ADR: The Clause That Could Control Your Case”) demonstrated, dysfunctional drafting of dispute resolution clauses has often led parties to time-consuming and expensive trial and appellate court proceedings and, at the same time, necessitated calls by too many attorneys to their malpractice carriers.
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United States Supreme Court Expands the Definition of “Benefit” in Insider Trading
By Phillip Stephan
Insider trading has been defined slowly over the years by judicial interpretation of agency rules and enforcement decisions. In November of 2017, The Supreme Court took another opportunity to shape the scope of insider trading jurisprudence, in Salman v. United States (137 S. Ct. 420 (2016). The question assessed was how far down the chain of disclosure tipper-tippee liability extended, and the definition of “personal benefit.”
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New Real Estate Recording Fees in California
By Ashley Peterson
On September 29, 2017, Governor Jerry Brown signed into law Senate Bill 2 “Building Homes and Jobs Act” which added section 27388.1 to the California Government Code. As of January 1, 2018, all county recorders in the State of California are required to impose a $75 fee to be paid at the time of recording for “every real estate instrument, paper, or notice required or permitted by law to be recorded, per each single transaction per single parcel of real property, not to exceed $225.”
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Dispute Resolution Techniques in LLCs
By Bob Copeland
RULLCA and the Delaware Limited Liability Company Act and case law make it clear that LLCs are contractual relationships and the LLC acts provide great flexibility for parties in tailoring their relationship. Drafters of LLC operating agreements should certainly discuss the need for and possible terms of a mechanism for resolving disputes among the members with clients and the possible consequences if disagreement over continuing the business of an LLC arises and the parties are deadlocked ...
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Your Virtual Front Door
By Philip Mauriello Jr.
In the age of social media, it seems everyone is obsessed with their personal image. For good reason too, we are viewed through our phone and computer screens. When people are looking for you, they often Google you, or they check out your Facebook or Linkedin profile. The image you put out there on the “world wide web” is usually your first impression whether you know it or not.
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Trade Secrets in the Securities Industry: Four Key Issues Transitioning Financial Advisors Must Consider
By George Miller and Katherine Bowles
It is a scenario we encounter often. A financial advisor approaches our firm in a panic. While in the midst of transitioning their client accounts to a new firm—a significant undertaking on its own—they are sued for alleged misappropriation of trade secrets.
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California Finder Exemption of Little Help
By Will Marshall
With few exceptions, it has long been the case that people who are not registered broker/dealers are generally prohibited from facilitating investments in private companies. And, for as long as I can recall, there are people who have, often unwittingly, done so anyway.
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GDPR Is Coming. How Do Fines of Up to Four Percent of Global Revenue Sound?
By Will Marshall
Major change is afoot in the European Union (EU) data privacy law realm. Those who know this applies to them have been girding themselves for going on two years now. However, many companies may be at risk and not even know it.
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Client Management in Disclosure Schedules
By Aaron Sokoloff
The preparation of disclosure schedules is typically one of the most time-intensive aspects of a financing or M&A transaction. In larger firms, this process is often in the hands of a junior associate, since the junior associate is usually the closest to the diligence materials that are the source of much of the information in the schedules. However, this practice gives the misleading impression that disclosure schedules are a straightforward exercise. In fact, the preparation of disclosure schedules often involves some tricky client management issues that can challenge even senior lawyers.
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The Business Lawyer Dilemma: Providing Legal Advice vs. Providing Business Advice
By Danielle Fontanesi
As a business lawyer, it’s not uncommon to find yourself in the position where a client asks you for – or where you want to give – business advice. As a lawyer, our job is to give legal advice, but in the world of business law, the lines are often blurred between “legal advisor” and “business advisor.”
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Modes of Contract Review
By Will Marshall
Transactional attorneys refer simply to “reviewing” a contract. However, I have identified different modes of review and found that thinking about them can be helpful in improving my review practices.
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General Overview of Securities Act Exemptions for the Novice
By Amber Condron and Richard Weintraub
Clients that are starting or growing their business often come to their attorneys with a conundrum: they need money and have no idea how to go about raising it compliantly.
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Microsoft Word Tips for Attorneys
By Will Marshall
Skilled word processing staff, particularly for smaller practices and transactional attorneys, are all but gone. Attorneys must increasingly handle their own documents, generally using the not-always-friendly Microsoft WordTM.
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Should Your Client Agree to Arbitration?
By Duane Horning
Whether considering inclusion of an arbitration clause in a draft contract, or counseling clients after a dispute has arisen, attorneys must often advise their clients whether to agree to arbitration in lieu of court litigation.
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10 Tax Thoughts For Startup Companies
By James Daneri
Inevitably a prospective or existing client will approach you and ask for legal assistance in starting a small business. If you aren’t well versed in business law you may find yourself phoning a friend or cramming on entity formations, liability protection, employment laws, contracts and of course, taxes.
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A Snapshot of Pregnancy and Maternity Leave Laws Applicable in California
By Abigail Stephenson
Even if you are not pregnant or thinking about having a child this brief article is worth a quick read.
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The Defend Trade Secrets Act: Providing Immunity Notice to Employees — A Critical Question
By Madeline Cahill and Charlie Hoge
The Uniform Trade Secrets Act (“UTSA”) has been in existence for over thirty years and nearly all states, including California, have adopted some version of the UTSA.
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Considerations for Tailoring Indemnity Agreements
By Douglas Field
Indemnity agreements play important risk-shifting functions in many types of contractual relationships. They also often play a determinative role in business litigation.
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The Role of Corporate Counsel in Representing the Foreign Investor
By Dimitri Panagopoulos
A shrinking world through technology and global trade make the immigration and corporate law nexus critical to recognize for practitioners in either practice area.
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Top Five Tricks for Rehabilitating Old Transactional Agreements
By Lauren Doucette
For many transactional attorneys, reusing an old operating agreement template or a buy-sell agreement from a prior deal years back is more appealing than starting from scratch.
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Improving Your Contract Drafting Skills
By William Marshall
Contract drafting and review are central activities of a transactional attorney. However, rarely if ever does an attorney draft from scratch or have license to make unlimited changes during a review.
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Tips for Financial Advisors: Avoid the Pitfalls of Misrepresentation During the Recruitment Process
By George Miller
An Industry is Born
Most would not associate Philadelphia with the birth of the modern American securities industry. Traders auctioning stocks on the street corners of downtown Manhattan instead come to mind. But in 1790, the City of Brotherly Love spawned the nation’s first market maker.
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A Snapshot of Recent California Revised Uniform Limited Liability Company "Clean-Up" Legislation
By Robert Copeland
The California Revised Uniform Limited Liability Company Act ("RULLCA") became effective on January 1, 2014. Nearly two years later on October 11, 2015, AB 506 was filed with the California Secretary of State and is long awaited RULLCA "clean up" legislation. The amendments to RULLCA became effective January 1, 2016.
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Golden Opportunity for San Diego's Craft Brewers, or Trap for the Unwary?
Beer Sales and Tastings at Farmers' Markets, Legal Issues Arising Therefrom, and Best Practices for Addressing and Resolving Them
By Josh Herndon
For anyone who is a San Diego resident, it is highly likely that you have had some exposure to San Diego’s craft brewing industry, whether by reading or hearing about the industry in the news, or as a consumer of one of the many delicious craft beers offered by San Diego’s craft brewers.
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The Importance of Outsourced General Counsel
By Robert Conca
One important decision in the lifecycle of a growing company is when to hire its first in-house counsel. Frequently, this issue arises at a time in the evolution of an organization before there is a need for a full-time employee in this role or room in the corporate budget for a highly compensated general counsel.
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The Unlicensed Securities Broker: Caveat Vendor
By Charles Field
Hardly a week goes by that I do not receive a call from someone wanting to raise capital either as an issuer or as an agent. Invariably, the person wants to know whether they can pay or receive a percentage of the capital raised without the agent being registered as a securities broker.
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Preparing for Negotiation: A Novel Concept?
By Linda Barkacs and Craig Barkacs
Most people succeed or fail in a negotiation based on how well-prepared they are (or are not!). We adhere to the 80/20 rule – 80% of negotiation is preparation and 20% is the actual negotiation with the other party.
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First published in the California Real Property Journal, a quarterly publication of the Real Property Law Section of the State Bar of California.
Ready or Not, the Revised Uniform Limited Liability Company Act Is Now the law in California
By Dina B. Segal and Robert G. Copeland
For years California real estate has been purchased, held, operated, and sold through the use of the limited liability company ("LLC").
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California’s New Employee “Sick Leave” Laws Apply to Lawyers and Clients Alike
By Timothy Williams
Effective on July 1, 2015, a new set of statutes in the California Labor Code (Sections 245, et seq.) become operative, requiring that virtually all employees who work in California must be given up to three days of paid sick leave each year by their employers.
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One Year Later – RULLCA's Effect on Existing Limited Liability Companies
By Ashley Peterson
California enacted the Revised Uniform Limited Liability Company Act (“RULLCA” or “Act”) on January 1, 2014 which incorporated a few significant changes to the rules governing limited liability companies (“LLCs”).
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Right to Financial Privacy in Litigation
By Gayle Mayfield-Bustarde
Unfortunately, a tactic often used in litigation is to demand documents and information concerning an individual or corporation’s financial affairs to intimidate and harass the other side.
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