Business Law News Table of Contents

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BUSINESS LAW NEWS Table of Contents

Executive Committee: Message from the Chair……………………………………………………………..4

BLN Editorial Board: Message from the Editor………………………………………………………………….7

Practice Tips Under Alternative A (the New Driver’s License Rule)………………………………8
By John R. Engel
This article provides some practical advice concerning a change in how an individual debtor is to be identified on a financing statement under the California Uniform Commercial Code.

CEBblog™……………………………………………………………………………………………………………….10
An introduction to the CEBblog, managed by Julie Brook for the California Continuing Education of the Bar.
We provide a sampling of three blogs addressing matters of interest to business lawyers: one about illegal contracts, and two about IP issues that arise in M&A transactions.

Lessons from Litigating Technology Service Agreements…………………………………………14
By Blaine Green and Michael Murphy
Technology-based service relationships have become an essential part of the modern corporation’s operating fabric, but implementations continue to generate a high level of dissatisfaction and potential for disputes. Drawing on the authors’ combined experience in negotiating, litigating and restructuring many large, mission-critical contracts, this article discusses certain contract terms that are commonly overlooked in negotiations but that can significantly affect the outcome in litigation or arbitration.

Equitable Subordination: What a Secured Lender Should Know………………………………..22
By Jennifer Hildebrandt
A successful equitable subordination claim against a secured lender can result in that secured lender’s claim being subordinated and/or its lien avoided – each of which would be disastrous in a bankruptcy of the borrower. This article discusses the type of inequitable conduct that can result in the equitable subordination of a secured lender’s claim and also the circumstances in which the secured lender can be deemed an insider of the borrower. This article concludes with some tips for secured lenders to mitigate the risk of a successful equitable subordination claim.

Using LLCs in Fiscal Sponsorship: An Update on "Model L"…………………………………….28
By Steven Chiodini and Gregory L. Colvin
In 2011, the authors first outlined the possibility of using a single-member limited liability company as a substitute for existing primary models of 501(c)(3) fiscal sponsorship (where a charity essentially brings an outside project under its aegis and raises money for its purposes). With a subsidiary LLC, the charity serving as the fiscal sponsor could combine many of the advantages of these models while insulating itself from some of their potential disadvantages. In the current article, the authors further explore this new variant of fiscal sponsorship that uses an LLC and address certain practical issues with the model that have become apparent.