Business Law
Business Law News 2015, Issue 1
Content
- Bln Editorial Board: Message from the Editor
- Business Law News Editoral Team
- Case Note: the Rosolowski Case and the Implications for the Future Application of Cbpc Section 17529.5 to Commercial Email Advertisements
- Corporate Deals, Tax Deductions, and the Wisdom of Solomon
- Executive Committee: Message from the Chair
- Executive Committee of the Business Law Section 2014-2015
- Guide to Business Law Section Publications
- Legal Ruling 2014-01: the Ftb's House of Cards
- Patterson v. Domino's Pizza, Llc: the California Supreme Court Examines Franchisor Liability for Tortious Conduct of Franchisee Employees
- Standing Committee Officers of the Business Law Section 2014-2015
- Table of Contents
- Traditional Franchise and Beer Distribution Relationships: a Legal Comparison
- Introducing the Sample Venture Capital Opinion
Introducing the Sample Venture Capital Opinion
Douglas F. Landrum
Doug Landrum is a shareholder with Jackson, DeMarco, Tidus & Peckenpaugh in Irvine, California. He practices in the Firm’s Corporate Department, specializing in LLC joint ventures and M&A transactions, and representing banks and borrowers in lending transactions. He serves on the Steering Committee of the Opinions Committee of the State Bar.
In the fall of 2010, the Opinions Committee of the Business Law Section of the State Bar of California (the "Opinions Committee") appointed a drafting committee that would ultimately consist of Richard N. Frasch, as reporter, and Twila L. Foster, Jerome A. Grossman, Timothy G. Hoxie, Ann Yvonne Walker, and me (the "Drafting Committee") to draft a Sample California Third-Party Legal Opinion for Venture Capital Financing Transactions (the "Venture Opinion").1 Although the Drafting Committee was charged with writing and editing the Venture Opinion, the work is the product of the full Opinions Committee in consultation with the Corporations Committee of the Business Law Section of the State Bar of California.
The Venture Opinion is addressed to the purchasers of preferred stock of a Delaware corporation. The documents for the stock purchase transaction select California law as the governing law. This transaction is typical (and, by choosing California law for the documents, the opinion could illustrate an enforceability opinion which, were Delaware law chosen, could not be rendered except on an "as if" basis).