Business Law

Business Law News 2018, ISSUE 3

BLN Editorial Board: Message from the Editor

Jerome A. Grossman

Welcome to Issue 3 of the 2018 Volume of the Business Law News (BLN) quarterly publication of the California Lawyers Association!

In this issue, we present a mix of original content and previously printed articles, first published elsewhere, that you might not have seen when they first appeared:

  • Uneasy Footing in Corporate Law: The Scope of Shareholder Inspection Demands, by Christian Graham, Esq. The author provides a brief survey of the common law and statutory rights of inspection of corporate records accorded to shareholders, examines other resources for guidance, and concludes with recommendations for a corporation’s response to a shareholder demand.
  • Reserving for a Delaware LLC, by Philip L. Jelsma, of CGS3, analyzes the different requirements imposed on Delaware LLCs and California LLCs when they elect to dissolve and how those requirements affect LLCs, such as real estate development companies that are subject to relatively long periods of liability with respect to their activities. He concludes with recommendations for practitioners.
  • Representing Nonprofits (i.e., the Good Guys), by Lisa A. Runquist. This article, originally published in October 2017 in the ABA publication GPSolo, provides an informative, straightforward introduction to the representation of nonprofit entities.
  • Next, we provide an assortment of posts by Julie Brooks from the CEB Blog, addressing (1) contract interpretation principles that every attorney should keep in mind when drafting, or reviewing, a contract on behalf of a client; (2) the basics of preparing an executive summary of a business plan; (3) a timing-and-action schedule of tasks to monitor and complete after the formation of a corporation; and (4) a short piece presenting eight techniques to employ for writing effectively.
  • Lawyers as Targets: How Attorneys Get Ensnared in FCPA Misconduct, by Louis Ramos and Ben Klein of DLA Piper, originally published in Law360, discusses recent cases involving violations of the Foreign Corrupt Practices Act in which senior in-house or general counsel to multinational corporations were targeted by prosecutors, including the Keppel Offshore & Marine Ltd. and PetroTiger Ltd. prosecutions, and makes several recommendations for both avoiding potential pitfalls and addressing compliance risks.
  • Finally, we present a reprint of Part I.A. of the 2017-2018 Commercial Law Developments (Developments) produced by authors Steven O. Weise, of Proskauer Rose LLP, Teresa Wilton Harmon, of Sidley Austin LLP, John F. Hilson, of UCLA School of Law, Stephen L. Sepinuck, of Gonzaga University School of Law, Edwin E. Smith, of Morgan, Lewis & Bockius LLP, and Lynn A. Soukup, of Pillsbury Winthrop Shaw Pittman LLP. We published the table of contents to the full publication in the BLN Annual Review Issue; in an effort to provide more value, we provide this excerpt presenting the first several pages of the Developments, which describe recent case law analyzing the scope of UCC Article 9 and what constitutes a "secured transaction."

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