As we embark on this new year, I would like to share our Business Law Section’s long range strategy plan—which our BLS Executive Committee recently updated to more fully reflect our Section’s values and goals. The BLS remains focused on its primary goal of creating and delivering high quality content to its members, and continues to disseminate this content through its fifteen Standing Committees’ “eBulletin” updates, the quarterly Business Law News and Annual Review of current developments, and our monthly eNews newsletter.
February 27, 2019: Insolvency Law Committee Co-Produces “2018 Bankruptcy Year in Review” with the San Diego County Bar Association
Featuring: Speaker Dennis Wickham, Esq., Seltzer Caplan McMahon Vitek
For the 28th time, Dennis Wickham will delight and astound attendees with summaries and stories of bankruptcy cases that highlight the year. His summaries include 2018 and other recent cases of potential importance to practitioners in our district. The cases come from the U.S. Supreme Court, the 9th Circuit Court of Appeals, the 9th Circuit Bankruptcy Appellate Panel, the District Court, and from our local sitting bankruptcy judges. This program will be available live webcast or live in-person. Registration information can be found here.
February 21, 2019: 10:00 a.m. – 12:00 p.m.: Nonprofit Organizations Committee Presents “Sale of California Not-for-Profit Healthcare Entities in Bankruptcy: When An Irresistible Force Meets An Immoveable Object”
The sale of not-for-profit healthcare entities is subject to review and approval by the California Attorney General. The process is time consuming, expensive and subject to the possible imposition of significant financial and operational conditions. However, more than half of the hospitals in the United States are not-for-profit and many are financially troubled. When not-for-profit hospitals file bankruptcy and attempt to sell their hospitals through bankruptcy the irresistible forces of federal bankruptcy law collide with the immoveable object which is the California Attorney General. This program will discuss the issues which arise in the sale of not-for-profit hospitals in bankruptcy in California, including the unique rules in bankruptcy that apply to the sale of not-for-profits and how the Attorney General review has been impacted, including examples such as Victor Valley Community Hospital, Gardens Regional Hospital and the pending cases of Verity Health System of California, Inc.
The program will be presented by Samuel R. Maizel, partner in Dentons US LLP’s Los Angeles office. This conference call is free and open to the public. The conference call can be accessed at the following dial-in number starting at 10:00 a.m.:
Dial-in: (855) 520-7605
The program may also be accessed via the following link to Zoom; to hear the conference call, please use the above dial-in number (not the Zoom audio). The powerpoint presentation and a number of articles related to the topic will be provided prior to the meeting.
Join Zoom Meeting
Meeting ID: 918 534 412
No password required
For more information about the Nonprofit Organizations Committee and its programs, please contact Chair Louis E. Michelson (email@example.com) or Vice-Chair Carol Bradford (firstname.lastname@example.org).
The Corporations Committee recently issued an analysis of an opinion relating to shareholder consent under the Delaware General Corporation Law:
The Delaware Court of Chancery found that a stockholder consent signed without the stockholder having been provided the exhibits referred to in the consent made the consent invalid under the Delaware General Corporation Law (“DGCL”).
As reported by the Insolvency Law Committee, a district court in Delaware has held that disparate "gifts" from senior secured creditors to two different classes of unsecured creditors does not unfairly discriminate against the least-favored class and does not violate the "absolute priority" rule in a Chapter 11 reorganization. [In re Nuverra Environmental Solutions, Inc., 2018 Westlaw 3991471 (D. Del.).]
In the context of a prepackaged Chapter 11 plan, a group of senior secured creditors agreed to provide "gifts" to two different classes of unsecured creditors, both of which would
have been “out of the money” without the gifts.
As of September 15, 2018, 89 states have adopted the United Nations Convention on Contracts for the International Sale of Goods (CISG). See §1.18.
In James v Global Tel*Link Corp. (3d Cir 2017) 852 F3d 262, 267, users of a telephone service for prison inmates could sign up either online or over the telephone.
The State Bar of California is working with legal groups to coordinate pro bono opportunities in response to the fires around the state. The Bar needs help staffing a legal hotline and resource table at disaster recovery centers and providing assistance in pro bono cases. The Bar will provide online training and technical assistance. Further information can be found on The State Bar of California’s website.
If you know of other opportunities for pro bono help from BLS members, please contact Everett L. Green, Everett.L.Green@usdoj.gov.
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.
Did you know that the BLS maintains a presence on LinkedIn, Twitter, and Facebook where BLS 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, Dennis Wickham (email@example.com) and join the ever-expanding discussion!
For a list of upcoming meeting dates and contact persons, click here.
Business Law Section
California Lawyers Association400 Capitol Mall, Suite 650
Sacramento, CA 95814