Business Law

Business Law News 2015, Issue 1

Table of Contents

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

BLN Editorial Board: Message from the Editor………………………………………………………………….6

Introducing the Sample Venture Capital Opinion…………………………………………………………8
By Douglas F. Landrum
The Article discusses the background against which the Sample Venture Capital Opinion was drafted. It explains the legal issues that the drafting committee considered, including (i) the practice of including a general qualification based on the schedule of exceptions to the stock purchase agreement, (ii) use of "performance" in the duly authorized, the no consents and approvals, and the non-contravention opinions and (iii) opinions based on laws other than California law, such as Delaware corporate law.

Legal Ruling 2014-01: The FTB’s House of Cards………………………………………………………13
By Rachelle H. Cohen
The Franchise Tax Board, in Legal Opinion 2014-01, held that out-of-state members of California limited liability companies are subject to California tax obligations. In this Legal Opinion, the Franchise Tax Board failed to adequately distinguish limited liability companies from limited partnerships, for which there is case law contradicting the Franchise Tax Board’s position.

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