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Mainstreaming California's Franchise Rules
Since California introduced the world to franchise sales laws in 1970, it has repeatedly distinguished itself for its sometimes-curious approach to regulating franchise relationships within its borders. Recent events, however, suggest California is moving mainstream.
On July 17, 2003, the California Department of Corporations (Department) revised the rules implementing the California Franchise Investment Law (FIL) to resolve a number of California disclosure idiosyncrasies. Specifically, the Department:
- Expanded the disclosure about out-of-state venue for binding arbitration, thereby ameliorating the Laxmi ruling interpreting California law;
- Reversed its informal policy of refusing to register earnings claims based solely on gross sales or equivalent top line data, a disclosure practice that every other registration state permits. Franchisors may now register gross-only claims in California as long as franchisors tell prospects they are not being given any cost or expense data from which to compute net income or profits; and
- Agreed to exempt Web site advertising about California franchise opportunities from the traditional media advertising filing rules if franchisors complete a single, simple annual filing.
On Feb. 19, 2004, California joined the Coordinated Franchise Review program, a nationwide effort begun 5 years ago to streamline the initial registration application process by allowing franchisors to obtain simultaneous review of their applications in multiple states through the coordinating efforts of a single lead examiner. California had been the only full review registration state not participating.
Finally, on Feb. 20, 2004, AB 2921 was introduced in the California Assembly and aimed at modernizing the FIL by: 1) exempting sales to sophisticated franchisees from registration; 2) exempting franchisor loans from the California Finance Lenders Law; and 3) liberalizing California's material modification registration rules. Amendments added on April 14, 2004 would expand the FIL's liability provisions and Department enforcement powers by borrowing parallel provisions from the California Corporate Securities Law. The state bar's Franchise Law Committee, which supports AB 2921, has high hopes that the measure will be enacted in some form before the end of the current legislative session in August.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.