Business Law

Business Law News 2018, ISSUE 1

BLN Editorial Board: Message from the Editor

Jerome A. Grossman

Welcome to 2018—to Issue 1 of the 2018 Volume of the Business Law News (BLN), and to the California Lawyers Association!

In this, our inaugural issue of the new era, we present several articles that we hope will be of interest to business lawyers:

  • Enforcing Arbitration Agreements in Bankruptcy, by Reno Fernandez, of Macdonald Fernandez LLP, provides a primer on the Federal Arbitration Act and its underlying policies, and then explores the application of both the Act, and those principles, in bankruptcy cases. The author provides a useful digest of relevant cases.
  • The Proposed Rules of Professional Conduct, by Neil J. Wertlieb, of Wertlieb Law Corp, provides an extremely useful introduction to the new set of Rules of Professional Conduct that have been presented to the California Supreme Court for approval. The proposed Rules reflect a comprehensive revision of the existing Rules, and the author discusses both proposed changes to current law and ways in which the proposed Rules differ from the Model Rules that have been adopted in virtually every other state in the country.
  • Companies Face Consequences for Unenforceable Noncompetition Clauses in California, by Justene M. Adamec, of Pumilia & Adamec LLP, provides an introduction to California’s treatment of covenants not to compete included in employment agreements, discusses recent developments in the case law, and provides guidance for drafting enforceable limitations on an employee’s post-separation freedom of contract.
  • Yolanda’s, Inc. v. Kahl & Goveia Commercial Real Estate—Expanding a Creditor’s Post-Judgment Examination of a Non-Debtor Third Party by Gary B. Rudolph, of Sullivan Hill Lewin Rez & Engel, presents a useful discussion of the Yolanda’s, Inc. decision and its implications for future efforts to trace assets of a judgment debtor that are (or have been) under the control of a third party.
  • Finally, we present a reprint of Structuring Enforceable Guaranties of California Commercial Real Estate Loans: Avoiding "Fault" and "No Fault" Sham Guaranties and Other Lender Traps, by James S. Cochran and Maura B. O’Connor, of O’Connor Cochran LLP. Reprinted from the July 2017 issue of The Practical Real Estate Lawyer, this highly informative article provides a basic introduction to principles of guaranty and suretyship under California law, provides some points of contrast with New York law, and provides examples of California case law in which a person nominally identified as a guarantor may instead be treated as a principal obligor, entitled to the benefits of California’s one-action and antideficiency rules applicable to obligations secured by real property.

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