Business Law

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

The Business Law Section is compiling the complete Interpretive Opinions concerning franchise issues from the State of California Department of Corporations. Read more

The Commercial Transactions Committee (formerly the UCC Committee) has published its report, Legal Opinions in Personal Property Secured Transactions (June 2005). The Report updates, expands and replaces, the Report Regarding Legal Opinions in Personal Property Secured Transactions originally published by the Committee in 1989. Read more

The Commercial Transactions Committee (formerly the UCC Committee) has published its report, Legal Opinions in Personal Property Secured Transactions (June 2005). The Report updates, expands and replaces, the Report Regarding Legal Opinions in Personal Property Secured Transactions originally published by the Committee in 1989. The Committee believed it important to replace the 1989 Report in light of the adoption of revised Article 9 of the Uniform Commercial Code by the State of California and changes in customary opinion practice in the intervening… Read more

State of California Department of Corporations Demetrios A. Boutris, Commissioner In reply refer to: File No. _____ This letter is not an Interpretive Opinion for the reasons stated below. September 7, 2001 Mr. Timothy A. KunezLaw OfficesGattis & Kunez2729 Fourth Avenue, Suite 3San Diego, CA 92103 Re: Aca Las Tortas Dear Mr. Kunez: The request for an interpretive opinion contained in your letter dated November 21, 2000, as supplemented by your letter dated March 27,2001, has been considered by the California… Read more

State of California Department of Corporations Thomas S. Sayles, Commissioner In reply refer to: File No. _____ This letter is not an Interpretive Opinion for the reasons stated below. William A. Darrin, Jr.AttorneyWe Care Hair Development, Inc.325 Bic DriveMilford, CT 06460-9810 Dear Mr. Darrin: The request for an interpretive opinion, contained in your letter dated August 14, 1992, together with the attached materials, has been considered by the Commissioner. Your letter raises the question of whether a Development Agent Agreement of… Read more

State of California Department of Corporations Thomas S. Sayles, Commissioner In reply refer to: File No. _____ This letter is not an Interpretive Opinion for the reasons stated below. Ms. Elisabeth EisnerGray, Cary, Ames & Frye401 B Street, Suite 1700San Diego, CA 92101-4297 Re: Ben & Jerry’s West Coast, Inc.Request for Interpretive Opinion Dear Mr. Eisner: We have reviewed your November 1, 1991 letter requesting an interpretive opinion on behalf of your client Ben & Jerry’s West Coast, Inc., a California… Read more

State of California Department of Corporations Willie R. Barnes, Commissioner In reply refer to: File No. _____ This letter is not an Interpretive Opinion for the reasons stated below. Mr. Victor D. AdamoAttorney at LawNederlander, Dodge & McCauley, P.C.1930 Buhl BuildingDetroit, Michigan 48226 Dear Mr. Adamo: The request for an interpretive opinion contained in your letter dated January 19, 1979, as supplemented by your letter dated February 27, 1979, has been considered by the Commissioner. Your letters raise the question whether… Read more