Tag Archive for: steven-spronz

Steven Spronz to Present Commercial Law Training Program in Johannesburg, South Africa

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LOS ANGLES–  Steven C. Spronz of Murchison & Cumming, LLP will be presenting, in Johannesburg, South Africa, a commercial law training program to South African lawyers. This will be Mr. Spronz’ ninth year presenting the course that was created to provide practical skills training in the area of commercial law. The program is jointly sponsored by the Law Society of South Africa, and the International Senior Lawyers Project (ISLP.org), a Washington, DC and New York-based NGO that provides pro bono services of highly skilled and experienced lawyers to promote human rights, equitable and sustainable economic development, and the rule of law worldwide.

About Murchison & Cumming, LLP
With a firm history dating to 1930, Murchison & Cumming, LLP is a premier, AV-rated civil litigation firm with five offices in California and Las Vegas, whose attorneys specialize in the defense of domestic and international businesses, insurers and individuals, at trial and on appeal. The firm’s attorneys also handle employment matters and business transactions. The firm is a member of the USLAW Network. For additional information, please visit our website at www.murchisonlaw.com.

Steven Spronz to Speak on Foreign Investment in the U.S. at TELFA Conference

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MOSCOW—Steven C. Spronz will speak on foreign investment in the United States at the Trans-European Law Firm Alliance (TELFA) Conference and Global Law Forum in Moscow, Russia, being held from June 6 to 8, 2013.

In addition to speaking on foreign investment, Mr. Spronz will present a master class in U.S.-style contract drafting as part of a session entitled, “Where does Russian Money Go Now, Future of European Offshore Jurisdictions and New Destinations.”

The Moscow Global Law Forum invites the local and expat business community and investors in Moscow to a series of educational programs and seminars on global law issues. The program will be facilitated by attorneys from Russia and across the globe who have international law and investment expertise.

About the Trans European Law Firms Alliance
Founded in TELFA is an international alliance of independent law firms which covers the jurisdictions of Europe and beyond. TELFA serves clients that have cross-border and/or multijurisdictional needs for legal advice. The firms within TELFA offer a wide range of legal services for corporates, entrepreneurs, family offices and high net worth individuals. Through its affiliation with the USLAW Network member firms of TELFA and their clients have access to known and trusted legal advisers throughout the American continent. To learn more about TELFA, please visit http://www.telfa.be.

Steven Spronz to Speak on Real Estate at Banking Seminar

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CHICAGO—Steven C. Spronz will speak on real estate workout negotiations at the USLAW Network’s 2013 Banking Seminar in Chicago, Illinois, being held on April 25, 2013.

Mr. Spronz and a co-presenter will discuss, “Best Practices for Effective Real Estate Workout Negotiations by Lenders.” The seminar will be attended by bank officers and their counsel working in corporate mergers and acquisitions, real estate lending and workouts, regulatory compliance and creditor’s rights.

About Murchison & Cumming, LLP
With a firm history dating to 1930, Murchison & Cumming, LLP is a premier, AV-rated civil litigation firm with five offices in California and Las Vegas, whose attorneys specialize in the defense of domestic and international businesses, insurers and individuals, at trial and on appeal. The firm’s attorneys also handle employment matters and business transactions. The firm is a member of the USLAW Network. For additional information, please visit our website at www.murchisonlaw.com.

Murchison & Cumming Attorneys to Speak and Chair at USLAW Conference

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WASHINGTON, D.C.—Dan L. Longo, Steven C. Spronz and Tim M. Agajanian are slated to speak at the Fall 2012 USLAW Network Client Conference in Washington D.C. The three-day conference begins on October 4, 2012.

Serving as the event’s Professional Liability Track Vice Chair, Mr. Longo will discuss “Healthcare Reform after Supreme Court Review/Where Do We Go From Here?” Mr. Spronz, Business and Advisory Services Track Vice Chair, will speak on the topic of “International Licensing, Distribution and Outsourcing.” Mr. Agajanian will present on the “Effective Use of Provisional Remedies in Business Litigation.”

Mr. Longo is Partner-in-Charge of Murchison & Cumming’s Orange County office and serves as a Co-Chair of the Professional Liability and Health Law practice groups. He focuses his practice in the areas of medical malpractice, legal malpractice, insurance agent/broker E&O and directors and officers liability in a variety of litigation matters. Co-Chair of the firm’s Business & Real Estate Transactions practice group, Mr. Spronz focuses on matters involving corporate and real estate transactional and financing matters. Mr. Agajanian is a Co-Chair of the Business Litigation practice group, focusing his practice on matters involving business law and commercial litigation, general liability and casualty litigation, and business transactions.

About the USLAW NETWORK
USLAW NETWORK is a national organization composed of 64 independent, defense-based law firms with over 4,000 attorneys covering the United States and Latin America. Among the firms, there are over 150 offices in 47 US states. An alliance with the Trans-European Law Firm Alliance (TELFA) gives them access to 25 European law firms each representing its own jurisdiction and a similar relationship with ALN Limited enables USLAW to partner with 10 firms in East and Central Africa. To learn more about USLAW, please visit www.uslaw.org.

Franchising 101

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By: Steven C. Spronz

GACC Legal & Tax Newsletter

Franchising is big business. In 2007, according to the International Franchise Association, franchised businesses generated nearly 4% of GDP in the United States and employed just over 6% of the non-farm, private sector U.S. labor force. But, what is a franchise, how does it work, what are some of its advantages and disadvantages, and what regulations apply?

In its simplest terms, a franchise is the right to sell the goods or services of the franchisor within a certain territory or location, using the trademarks, trade names, marketing strategy, and operations strategy of the franchisor, with the franchisor controlling the methods by which the business is operated and promoted. The recipient of such rights, the franchisee, is obligated to pay fees to the franchisor for the use of the rights, and is obligated to adhere to the franchisor’s rules of operation. The franchisee hopes that its business will grow quickly as it benefits from the franchisor’s brand awareness, market penetration and purchasing power. The franchisor is interested in maintaining as much control as possible over the franchisee in order to protect its brand.

A “business opportunity” is slightly different from a traditional franchise in that it usually involves a simpler arrangement where the offeror of the opportunity provides the purchaser with a supply of goods in return for payment, and the purchaser then decides how to conduct and promote its business. Both franchises and business opportunities are regulated.

Beginning in 1970, when California adopted a law requiring disclosure of the franchise arrangement terms prior to the sale of a franchise, a few states began to regulate franchise sales. These efforts were followed by the issuance of the Federal Trade Commission’s (“FTC”) 1979 Franchise Disclosure Rule (“Rule”), which requires the written disclosure to prospective franchisees of certain facts regarding the franchisor and the franchise arrangements, and similar facts in the case of business opportunities, in an effort to provide prospective franchisees with enough information to make an informed decision about whether to contract with the franchisor or the owner of the business opportunity. In 1993, the North American Securities Administrators Association (“NASAA”) created the Uniform Franchise Offering Circular (“UFOC”) to help franchisors streamline the process of creating the disclosure document required by the Rule.

In addition to federal regulation, numerous states regulate franchises and business opportunities. Many of these states require franchisors to use the UFOC as the form of the disclosure document. Other states treat franchises as a “security” since they essentially involve an investment where the investor, the franchisee, is relying on the expertise of the franchisor to earn a return on the franchisee’s investment. In those states, the franchisor must file a formal registration document with the state that includes disclosures the state deems pertinent to prospective franchisees.

Only the FTC can enforce and seek penalties for violations of the Rule. However, some states allow private actions for violations of state franchise and business opportunity laws. In a recent decision, the United States Court of Appeals for the Ninth Circuit held that an out of state franchisee can sue under the franchise laws applicable in the home state of the franchisor, thus giving franchisees, especially in states that do not allow private rights of action under their franchise statute, greater opportunity to seek redress against franchisors.

In addition, there are two potential traps for the unwary franchisor, and opportunities for an aggrieved franchisee.

First, some franchisors, in an effort to avoid compliance with an applicable franchise statute, describe their franchises as license arrangements. However, whether an arrangement is a franchise or license is determined by the degree of control the franchisor exercises over the franchisee’s business operations, not by what the relationship is called. If the franchisor can effectively determine how the business operates, then the arrangement is a franchise. Second, different countries have different rules regarding the relationships of franchisors and franchisees. Many countries restrict the ability of franchisors to terminate franchisees.

Franchising offers great opportunities for franchisors to expand their brands, and for franchisees to start a business that may already have had some success. That said, careful attention must be paid to insure not only that the concerns of both parties are addressed, but that the requirements of applicable law are adhered to.

Buying a Business? Don’t Get Bitten by the Hidden Risk of Successor Liability

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By: Steven C. Spronz

GACC Legal & Tax Newsletter

Thinking of buying a company or all the assets of a business? Done your due diligence? Convinced that the company or the assets are free of liabilities, liens and claims? Think that, because you are buying assets and not the shares of the company, you are not responsible for injuries and damage from business conducted by the seller prior the sale? Well, think again.

Successor Liability
In an effort to prevent reasonable claims from going uncompensated, courts have developed a number of theories under which “successor liability” will be imposed on the purchaser of a company or its assets. These theories result in liability for damages from events that occurred before the acquisition and that the purchaser had nothing to do with, even if the purchaser acquires only assets.

When the sale of a business formed as an entity (a corporation, for example) simply continues its business, as is the case in a merger of two entities, or the sale of all shares or a controlling interest in the purchased entity, the sale is effectively invisible to third parties. In that case, courts generally hold that the post-acquisition business is the same as the pre-sale business; therefore, the new owners of the post-acquisition business are liable for injuries sustained and damage done prior to the sale even if the claim is made after the sale.

Courts generally reach the same conclusion where the business, even if not formed as a corporate or similar entity, is exactly the same before and after the sale, though under new ownership. Additionally, a minority of states recognize a “product-line exception” to the old rule that where a purchaser buys only assets, the purchaser is not liable for injuries and damage from business conducted pre-sale. This exception imposes strict product liability on the buyer when the seller manufactured products sold to the public and the buyer continues manufacturing those products.

Insurance Policies
If, after digesting the successor liability problem, you sit back content in the thought that the insurance policies covering the pre-sale business will cover events occurring before and after the acquisition, think again.

Under current law, in the case of sales of shares and any type of merger, the seller’s insurance policies are generally deemed transferred to the new owner. However, in the case of sales of assets, there is a split of authority in the courts. In the majority of states, the courts have held that where the purchaser has successor liability for claims from the seller’s business, the purchaser is entitled to use the seller’s liability insurance coverage under “occurrence” policies for pre-acquisition claims even if there are anti-assignment provisions in the seller’s insurance policies. California is representative of a minority of jurisdictions holding that when a purchaser of assets has voluntarily assumed the seller’s liabilities under a written contract an anti-assignment provision contained in the seller’s liability insurance policy will be enforced. Under this holding, the purchaser of the seller’s assets will not be able to access the seller’s liability insurance for protection against the burden of successor liability without the insurer’s express consent.

Quick Tips

  • Investigate what liabilities might come with the company or assets you are purchasing, and address those actual and potential liabilities head on.
  • Negotiate a risk allocation between seller and buyer for post-acquisition claims relating to business conducted by the seller prior to the sale.
  • Check the insurance policies, if any, that cover the seller’s business conducted prior to the sale.
  • Discuss continuing coverage with the seller’s insurance carriers to determine whether or not they will provide coverage for post-acquisition claims from the pre-sale business.

Although none of this can guarantee a risk-free acquisition on the question of successor liability, it can go a long way toward reducing surprise and disappointment once the deal is closed.

Supreme Court to Decide Dispute Between Sellers and Brokers

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By: Steven C. Spronz

Daily Journal

On Aug. 17, a “double scoop” decision by the 1st District Court of Appeal expanded the discussion regarding statutes of limitation in California and the permitted use of parol evidence in a particular type of claim by a seller of real estate against the seller’s broker.

In the case of Thomson v. Canyon, 2011 DJDAR 12447 (1st Dist. Aug. 17, 2011) Regina Thomson agreed to sell her home in return for the buyer’s oral promise to pay off her debts secured by the home, and to reconvey the property back to Thomson for a refund of the purchase price, plus a service fee. Thomson retained Lewis Canyon, a broker, to memorialize and close the transaction.

The written contract executed by Thomson and the buyer, however, did not contain the oral promise to reconvey the property. Some time after the sale closed, the buyer sold the property to a third-party instead. Thomson sued Canyon after unsuccessfully suing the buyer for breach of the oral promise. Thomson claimed that Canyon breached his fiduciary duty to her by failing to include the buyer’s oral promise in the written contract. Canyon argued that Thomson’s claim for breach of fiduciary duty was time-barred by the statute of limitations, and to the extent that the claim was not time-barred, evidence of the oral agreement was inadmissible.

The court found that there is no specific statute of limitation on claims for breach of fiduciary duty by a broker to a seller, and therefore California’s default limitations period of four years applied.

In finding that the statute of limitations had not yet run on Thomson’s claim against Canyon, the court held the limitations period began on the date that Thomson suffered damage as a result of Canyon’s alleged breach of fiduciary duty – not the closing date of the property sale. According to the court, since the damage did not occur until the buyer sold the property to the third-party, the closing date of the sale from Thomson to the buyer was not relevant.

The court next considered whether Canyon’s agreement to include the buyer’s oral promise in the contract was properly admissible as evidence of Thomson’s claim against Canyon. On this issue of parol evidence – oral and written evidence, which is not included in the written contract signed by the parties – the court acknowledged that there is no settled rule on whether a stranger to the written sale contract (in this case, Canyon) is entitled to prevent the admission of parol evidence in connection with a dispute arising out of the contract. The court ruled that since the parol evidence was not being offered to reconstruct the contractual obligations of the Thomson and the buyer (the parties to the real estate sale contract), evidence of Canyon’s promise to include the buyer’s promise in the contract was admissible.

Today the state Supreme Court granted review of this case. Stay tuned.

Steven Spronz to Teach South Africa Commercial Law Practicum

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JOHANNESBURG, SOUTH AFRICA—Steven C. Spronz is slated to teach the International Senior Lawyers Program (ISLP) Commercial Law Program, teaching lawyers in South Africa who have historically been denied the opportunity to participate or grow in this practice area.

In this program ISLP volunteers, all experienced commercial law attorneys from several countries, are paired with African business lawyers. The South Africa program, created in partnership with the Black Lawyers Association of South Africa and the Senior Lawyers Division of the American Bar Association, has been presented each year since 2004 and to date has enrolled over 500 South African attorneys in Johannesburg, Durban, and Cape Town.

Mr. Spronz has served as a volunteer since the pilot program launch.

About the International Senior Lawyers Project
ISLP, a 501(c)(3) organization, was incorporated in March 2000 to create a vehicle through which senior lawyers could use their skills and expertise to promote the rule of law and human rights. Since 2001, ISLP has deployed world-class legal counsel globally on economic development, human rights, and access to justice projects. ISLP partners with developing country governments who desperately need legal services but are without resources to pay for them, as well as with non-governmental organizations and other civil society groups throughout the developing world. To learn more about ISLP, please visit http://islp.org/aboutus.html.

William Naeve and Steven Spronz to Speak at Lloyd’s Underwriter Boot Camp

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LONDON – William D. Naeve and Steven C. Spronz have been selected to co-present at the Lloyd’s of London Underwriter Boot Camp. Mr. Naeve and Mr. Spronz are slated to speak on the topic, “Minimizing Coverage Risks Arising from an Insured’s Merger or Acquisition,” with Stephen V. Falanga of Connell Foley, LLP and Keith Dotseth of Larson King, LLP.

Lloyd’s Underwriter Boot Camp will be held on February 9, 2011, and will feature speakers from USLAW Network member firms. The event is a collaboration between international insurance market Lloyd’s of London and USLAW.

Mr. Naeve is experienced in handling matters for insurance carriers and underwriters, and has also presented for the Orange County Bar Association. Mr. Spronz’s areas of expertise include matters involving mergers and acquisitions, and he teaches an annual Commercial Law Practicum in South Africa.

About the USLAW NETWORK
USLAW NETWORK is a national organization composed of 64 independent, defense-based law firms with over 4,000 attorneys covering the United States and Latin America. Among the firms, there are over 150 offices in 47 US states. An alliance with the Trans-European Law Firm Alliance (TELFA) gives them access to 25 European law firms each representing its own jurisdiction and a similar relationship with ALN Limited enables USLAW to partner with 10 firms in East and Central Africa. To learn more about USLAW, please visit www.uslaw.org.

M&C Expands Insurance Law and Real Estate Practices

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LOS ANGELES – July 12, 2010 – Murchison & Cumming, LLP is pleased to announce that Carlos E. Needham and Steven C. Spronz have become Of Counsel to the firm and that Molly E. Healy has joined the firm as an associate.  “We are very pleased to welcome these attorneys to Murchison & Cumming, each of whom brings unique expertise, talents and interests to the firm, benefiting not just the firm’s clients, but also the firm, the greater legal community and those whose lives they touch through their volunteer work,” said Jean M. Lawler, the firm’s managing partner.

Carlos Needham, formerly a partner at Manatt, Phelps, & Phillips, LLP, focuses his practice on insurance coverage/bad faith and complex civil litigation matters involving product liability, science-related issues, mass tort claims, consumer class actions and environmental matters. “Murchison and Cumming’s well-respected coverage practice and its excellent product liability and commercial coverage practices make the firm a perfect fit for me,” said Mr. Needham.

Mr. Needham has represented national and international insurers and manufacturers in some of the highest-profile litigation in the last ten years, including insurance matters adjudicating trigger of coverage issues under CGL policies and representing prescription drug and medical device manufacturers in matters such as Vioxx and welding rod litigation. He has specialized in science-based challenges to plaintiffs’ causation theories and has also handled numerous complex commercial contract disputes in various contexts, including entertainment, construction, employment, and commercial real estate. He also has considerable experience in the defense of consumer and mass tort class actions. As part of his pro bono work, Mr. Needham has taken disability litigation matters before the Court of Veteran Appeals, on behalf of veterans.

Steven Spronz is a business and real estate transactions attorney who has represented a broad spectrum of domestic and foreign business entities, including public and private equity funds, in a variety of transactions including mergers and acquisitions; partnership, joint venture, financing and corporate business matters; and the acquisition, disposition, financing, development and leasing of real estate.

Mr. Spronz also serves as a private mediator, a mediator for the Los Angeles Superior Court, and has served as a mediation-training coach for the Los Angeles City Attorney’s office. Long active in the international arena, each year Mr. Spronz spends a month in Johannesburg, South Africa as a Law Professor, teaching a Commercial Law Practicum in a program jointly sponsored by the American Bar Association, the Black Lawyers Association of South Africa, and the International Senior Lawyers Project. In the 1990’s, he participated in the environmental issues section of the academic conferences among Israel and the Palestinians, which paralleled the Multilateral Talks (the Madrid Process).

“I am excited by the opportunity to help develop and grow Murchison & Cumming’s transactional practice, and look forward to working with my colleagues at the firm to achieve that goal,” said Mr. Spronz.

Molly Healy has joined the firm’s Insurance Law practice group and also practices in the areas of product and general liability defense.

A recent graduate of the University of Santa Clara Law School, Ms. Healy interned for the Northern California Innocence Project, volunteered with New Orleans Legal Aid, and was a mentor with Fresh Lifelines for Youth, which works to reduce juvenile crime by providing at-risk and disadvantaged youth with vital information regarding the decisions they make in their lives. She was honored with a Public Interest and Social Justice Law Certificate and Pro Bono Recognition Award for her work. Prior to attending law school, Ms. Healy worked in Washington, DC for two years after graduation from Georgetown University, where she was a Big-East Academic All-Star (2000-2003) and Captain of Georgetown’s Women’s Volleyball Team.

About Murchison & Cumming, LLP

With a firm history dating to 1930, Murchison & Cumming, LLP is a premier civil litigation firm with five offices in California and Las Vegas, whose attorneys specialize in the defense of domestic and international businesses, insurers and individuals, at trial and on appeal. The firm’s attorneys also handle employment matters and business transactions. The firm is a member of the USLAW Network. For additional information, please visit our website at www.murchisonlaw.com.