Business Law Opinions Committee

The Business Law Section is compiling the complete Interpretive Opinions concerning franchise issues from the State of California Department of Corporations. For past Franchise Opinion reports, click here or contact the Business Law Section. Read more

Members of the Opinions Committee and its constituency list are invited to review the Spring/Summer 2020 issue of In Our Opinion, the quarterly newsletter of the Legal Opinions Committee of the Business Law Section of the American Bar Association. Edited by Jim Fotenos (former co-chair) of the Opinions Committee, the Spring/Summer issue includes a helpful chart of published and pending opinion reports and articles of interest to opinion practitioners. Read more

Members of the Opinions Committee and its constituency list are invited to review the Statement of Opinion Practices and the Core Opinion Principles recently published by the ABA Legal Opinions Committee and the Working Group on Legal Opinions Foundation (“WGLO”) in the Business Lawyer (74 The Business Lawyer 801 (2019)). The Statement builds upon the Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions, published in 2008 and approved by over thirty bar associations and other lawyer groups. Read more

The Partnerships and Limited Liability Companies Committee and the Opinions Committee of the State Bar Business Law Section have published their report, Third-Party Closing Opinions: Limited Liability Companies and Partnerships (the “Report”). Read more

The Opinions Committee (the “Committee”) of the Business Law Section of the State Bar of California (the “California State Bar Business Law Section”) has prepared and issued this sample opinion (the “Venture Opinion”)1 in consultation with the Corporations Committee (the “Corporations Committee”) of the California State Bar Business Law Section, and with the approval of the Executive Committee of the California State Bar Business Law Section. Read more

The Sample California Third-Party Legal Opinion For Business Transactions (“Sample Opinion”) was prepared by the Opinions Committee of the Business Law Section to illustrate what an opinion following the precepts of the opinion reports of the Business Law Section might look like. Read more

The Report of the The Opinions Committee of the Business Law Section of the State Bar of California on Selected Legal Opinion Issues In Venture Capital Financing Transactions (November 2009) ("Report”) is a commentary on customary practice with respect to third-party legal opinions given in venture capital financing transactions (defined for this purpose as equity investments in privately held companies by professional investors). The Report supplements the Corporations Committee’s Report on Legal Opinions in Business Transactions and the Opinions Committee’s Remedies Report by addressing… Read more

I. Executive Summary Too much time, effort and money are expended on third-party legal opinions. The main contributor to this excess is the remedies opinion, i.e., the opinion provided at the close of a business transaction by one party’s counsel to another party that a contract in the transaction is valid, binding and enforceable against the opinion giver’s client. The remedies opinion, like third-party legal opinions generally, can serve as an important part of the opinion recipient’s “diligence” about the… Read more

The Corporations Committee of the Business Law Section has published its report, Legal Opinions in Business Transactions (Excluding the Remedies Opinion). Over two years in the making, the Report updates and expands the Committee's 1989 Report on Legal Opinions In Business Transactions. Read more

This ground-breaking report summarizes the Business Law Section's recent re-examination of the third-party remedies opinion in business transactions. The remedies opinion is an opinion that one or more transaction documents are enforceable. The opinion can serve as an important part of the opinion recipient's "diligence," but can also add significant time, financial cost and other burdens to the closing of a transaction. The purpose of the report is to make the opinion process more efficient and to reduce significantly the… Read more