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● Volume I, Number 8 ● An E-Publication of the Los Angeles County Bar Association ● May 2010 ●
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Message from the Chair
In times of economic uncertainty, it is particularly important that corporate lawyers stay abreast of changing law surrounding troubled companies.
In the case of Berg & Berg Enterprises, LLC v. Boyle, (178 Cal.App. 4th 1020 (Cal.App. 2009)),
a California court of appeals addressed the issue of the duties of directors of California corporations in the "zone of insolvency,"
rejecting fiduciary duties to creditors. On March 22, 2010, the Third Circuit held in In re Philadelphia Newspapers LLC,
(Case No. 09-4266 (3rd Cir. March 22, 2010)), that a secured party in a bankruptcy case did not have the right to credit bid for the debtor's assets.
On Tuesday, May 11, our section is hosting a program dealing with these and other important issues in today's crisis--
Buying and Selling Troubled Companies in 2010. In addition, there will be a presentation by Bradley Sharp, the Chapter 11 trustee in the Namco Capital bankruptcy case, presiding over the liquidation of real estate
once valued at over $2 billion dollars. Sharp will discuss various business issues with respect to the disposition of troubled assets.
You can find more information about this program and register here.
Sincerely,
Robert R. Carlson, Section Chair
News from the California Department of Corporations--Broker Dealer Licensing
The California Department of Corporations has announced that it has opened for comment on a proposed regulation which, among other things,
would clarify broker-dealer licensing requirements as applied to officers and directors of an issuer in light of the opinion in
People v. Cole, (156 Cal.App. 4th 452 (2007)).
See the Department's Web site for details on the proposed regulation and how to comment.
http://www.corp.ca.gov/
Exciting Events Coming Soon
Save the date:
June 29, 2010: Has M&A Activity Changed?
Begins at noon:
LACBA,
1055 West Seventh Street, Suite 2700,
Los Angeles, CA 90017
A Panel Discussion of Trends in Mergers and Acquisitions in 2010.
Please join us for a panel discussion regarding what has occurred
in mergers and acquisitions in the first two quarters of 2010,
what trends have emerged and what lessons have been learned.
Our panelists will discuss these topics from the perspective of the lawyers,
lenders, investment bankers, private equity funds and turnaround specialists.
The panelists include:
GE Capital Corporate and Restructuring Finance's Senior Vice President and Team Leader Jason Brown,
Wedbush Securities' Managing Director of Investment Banking Jonathan Howe,
Tennenbaum Capital Partners' Managing Director Phil Tseng,
El Molino Advisors' Chief Executive Officer Larry Perkins.
Benefits for Section Members
If you are a section member of the Business and Corporations Law Section, you can access material from some of our
our past programs on LACBA's Web site.
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Los Angeles County Bar Association
2009-10 Business & Coporate Law Section
Officers and Executive Committee Members
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SECTION OFFICERS
Chair
Robert R. Carlson
Co-Program Chair
Steven B. Stokdyk
Co-Program Chair
Steven E. Peden
Vice Chair
David C. Eisman
Treasurer
Harumi Hata
Secretary
Natalie Theresa Maniaci
Immediate Past-Chair
Blase P. Dillingham
Marketing & Membership Chair
Mara Morner-Ritt
Section Administrator
Ann Marie Bedtke
SUBSECTION MEMBERS
Law School Liaison, Therese Maynard
NASD Representative, David A. Greene
Calif. Dept. of Corporations Rep., Theresa Leets
Corporate Law Depts. Rep., Lois M. Jacobs
SEC Representative, Martin J. Murphy
SEC Representative, Rosalind R. Tyson
Large Firms, Richard S. Kolodny
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