CEB Contributor
Suzanne L. Weakley
Content Attorney at Continuing Education of the Bar
At CEB, Suzanne Weakley has been responsible for developing, producing, and editing new law books for practicing California attorneys. These books include “Understanding Fiduciary Duties in Business Entities,” (Cal CEB 2016); “Drafting Employment Documents for California Employers,” (Cal CEB 2011); “California Franchise Law and Practice,” (Cal CEB 2009); “Intellectual Property in Business Transactions,” (Cal CEB 2008); “California Law of Contracts,” (Cal CEB 2007); “Financing and Protecting California Businesses,” (Cal CEB 2006); and “Internet Law and Practice in California,” (Cal CEB 2004, winner of the 2005 ACLEA Award for Professional Excellence, Legal Publications). Additionally, for over 15 years, Ms. Weakley was editor-in-chief of a quarterly journal, the now-terminated California Business Law Practitioner, which published articles on a wide range of business and intellectual property law topics. Currently, she is responsible for keeping a number of CEB's business titles updated annually.
Prior to her tenure at CEB, , Ms. Weakley was a practicing business attorney for over 21 years in Denver, Colorado (1980 to 1987) and Los Angeles, California (1987 to 2001). She specialized in corporate, commercial, real estate, and financial transactions, including corporate acquisitions and sales, secured lending transactions, contract negotiation and drafting, and UCC matters; as well as Chapter 11 corporate reorganizations, bankruptcy, and insolvency matters. She received her AB from Stanford University, with honors, and her J.D. from the University of Denver, with honors, where she was a member of the law review.
Achievements & Other Notable Experience • Law Clerk to the Honorable William E. Doyle (deceased, 1986), Circuit Judge, United States Court of Appeals, Tenth Circuit, Denver, Colorado (1979 to 1980) • Advisor, California Lawyers Association (formerly part of the State Bar of California), Business Law Section, Executive Committee (2015 to present) • Associate Editor, California Lawyers Association (formerly part of the State Bar of California), Business Law Section, Business Law News (2015 to present) • Chair, State Bar of California, Business Law Section, Standing Committee on Partnerships and Limited Liability Companies (2011 to 2012) • Member, State Bar of California, Business Law Section, Executive Committee (2012-2015)
CEB Region:
Bay Area RegionPractice Areas:
N/A
Content by Suzanne L. Weakley
-
Potential Liability of Members of LLCs in California
June 18, 2024
Suzanne L. Weakley
Business Entities, Business Transactions
In general, the formation of a limited liability company (LLC) in California shields its managers and members from personal liability for debts, obligations, or other liabilities of the LLC, whether arising in contract, tort, or otherwise, solely by reason of being a member or manager (or both). (Corp. Code, § 17703.04(a))
Piercing the Corporate Veil
May 28, 2024
Suzanne L. Weakley
N/A
As do all other states, California allows individuals to create and use corporations for a variety of purposes, one being limitation of personal liability.
Has Your Business Client Been a Victim of a Scam?
May 7, 2024
Suzanne L. Weakley
Business Entities, Corporations, LLCs, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Business Transactions, Criminal Law, Law Practice Management, Privacy & Information Security
The California Secretary of State monitors scams against California businesses and maintains a website
Is a Letter of Intent an Enforceable Contract?
April 16, 2024
Suzanne L. Weakley
Business Transactions, Contract Law and Drafting Principles, Letters of Intent and Option Contracts, Review and Negotiation of Business Contracts, Mergers and Acquisitions, Preliminary Planning, Coordinating the Acquisition Process, Merger and Acquisition Agreements
A letter of intent (sometimes called a memorandum of understanding, a term sheet, or a "deal memo") is a writing that documents the preliminary understandings of the parties to a proposed business transaction—who typically intend to enter into a formal contract soon afterwards. Its purpose is normally not to bind the parties immediately, but rather to provide a framework for discussion of key points that the parties intend to use as a basis for negotiating a final agreement. "[C]alling a document 'letter of intent' implies, unless circumstances suggest otherwise, that the parties intended it to be a nonbinding expression in contemplation of a future contract, as opposed to its being a binding contract." (
The Role of Knowledge Qualifiers in Representations and Warranties
March 26, 2024
Suzanne L. Weakley
Business Transactions, Contract Law and Drafting Principles, Business Contract Provisions, Contract Representations and Warranties, Contract Risk Allocation, Review and Negotiation of Business Contracts, Mergers and Acquisitions, Merger and Acquisition Agreements
Representations and warranties serve three distinct but related purposes in mergers and acquisition (M&A) agreements. First, they serve as a way to obtain disclosure from the party making the representation. Second, they provide a mechanism for terminating the agreement before closing if the representations prove false. Finally, they affect the parties’ rights of indemnification in the event of a false representation or breach of warranty.
Representing Business Entities: Who Is the Client?
March 5, 2024
Suzanne L. Weakley
Business Entities, Corporations, LLCs, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Comparison of Business Entities, Joint Ventures, Forming Nonprofits, Business Litigation
With corporations, limited liability companies, and other business entities, an attorney often faces the issue of who is the client, particularly when both the entity itself and individual directors, officers, managers, or equity owners are involved. The attorney must be aware of, and maintain, the distinction between the entity itself on one hand and its officers, directors, managers, or equity owners as individuals on the other.
Are Nonprofits Subject to the Corporate Transparency Act?
February 13, 2024
Suzanne L. Weakley
Business Entities, Business Transactions
Starting January 1, 2024, many companies in the United States are required to report information about their beneficial owners,
What Is a Benefit Corporation?
January 23, 2024
Suzanne L. Weakley
Business Entities, Corporations, Environmental, Land Use & Natural Resources
A benefit corporation is a type of business entity that enables socially minded businesses to pursue financial goals while maintaining, and even promoting, social values. See California Corporations Code sections 14600–14631. One of the most well known benefit corporations in California is Patagonia, Inc.
California’s New Licensing Regime for Cryptocurrency Exchanges
December 27, 2023
Suzanne L. Weakley
Business Transactions
On October 13, 2023, California Gov. Gavin Newsom signed into law
Corporate Transparency Act: More Questions Answered
December 12, 2023
Suzanne L. Weakley
Business Entities, Corporations, LLCs, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Joint Ventures
On November 16, 2023, the federal Financial Crimes Enforcement Network (FinCEN) updated its list of frequently asked questions (FAQs) regarding the new federal requirements for beneficial ownership reporting. The updated FAQs include new questions about the reporting process, reporting companies, beneficial owners, company applicants, reporting requirements, initial reports, and reporting company exemptions. They provide useful information for compliance with the new requirements, and are available
Contracts with Minors and the Coogan Law
November 21, 2023
Suzanne L. Weakley
Business Transactions, Contract Law and Drafting Principles, Business Contract Provisions, Review and Negotiation of Business Contracts, Contract Post-Execution, Family Law, Property
Do you have clients with a minor child who wants to start a business? Or a minor with an offer from a sports or entertainment company? Or a minor who actually already is a media star? If so, it’s important to know the rules in California relating to contracts with minors,
A Primer on Small Business Administration Loans
October 31, 2023
Suzanne L. Weakley
Business Entities, Corporations, Preincorporation, LLCs, General Partnerships, Limited Partnerships, Business Financing, Joint Ventures
As many people know, the U.S. Small Business Administration (SBA) administers a loan program for small businesses. But most people aren’t familiar with the details of the program,
Does Your Business Client Need an AI Usage Policy?
October 10, 2023
Suzanne L. Weakley
Business Transactions, Elimination of Bias, Employment Law, Discrimination & Harassment, Employee Handbooks & Policies, Anti-Discrimination, Harassment & Retaliation Policies, Confidential Information Policies, Customer Relations, Employee Privacy Policies, Updating Employee Handbooks
In today’s rapidly evolving economy, artificial intelligence (AI) is playing an increasing role in business operations. Companies are increasingly adopting AI tools to automate routine tasks, improve decision-making, and assist employees in the performance of their jobs. In addition, employees themselves may seek help in performing their jobs from third-party AI vendors, such as Google’s Bard or ChatGPT, with or without their employer’s knowledge. Thus, it is important for most companies to establish comprehensive AI usage policies for employees and independent contractors.
Global Privacy Control: A One-Stop Privacy Shop for California Consumers
September 19, 2023
Suzanne L. Weakley
Business Litigation, Intellectual Property, Privacy & Information Security
By now, in California, we’re all familiar with the pop-up windows on websites and apps, asking for our consent to the site’s use of cookies, or allowing us to ask the site not to sell or share our personal information. Those relatively new pop-ups are mostly all thanks to the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (CCPA) (Civ. Code, §§ 1798.100–1798.199.100), which provides a legal framework for the protection of site users’ privacy rights.
Business Identity Theft: It Can Happen to Your Client!
August 29, 2023
Suzanne L. Weakley
Business Entities, Corporations, LLCs, General Partnerships, Limited Partnerships, Limited Liability Partnerships, Business Insurance, Business Names, Joint Ventures, Business Litigation
We’re all familiar with personal identity theft, but are you and your business clients aware that businesses can also be victims of identity theft? The California Secretary of State’s
Get Your Transaction Organized With a Time and Responsibility Chart
August 8, 2023
Suzanne L. Weakley
Business Transactions
Some business transactions involve only one document and two parties. If that’s the case (and the parties are cooperative), the process of getting to closing should not be difficult. But any business transaction that involves more than two parties, a number of different closing documents, or a number of different tasks to be completed before closing must be carefully organized to succeed. For these transactions, a time and responsibility chart becomes essential to keep all of the players on track.
Drafting an Arbitration Clause? The American Arbitration Association Can Help
July 18, 2023
Suzanne L. Weakley
ADR, Business Entities, LLCs, Operating Agreement, General Partnerships, General Partnership Agreement, Limited Partnerships, Limited Partnership Agreement, Limited Liability Partnerships, Limited Liability Partnership Agreement
Many attorneys think that arbitration clauses are boilerplate. They may use a form of arbitration clause without giving any thought to the specific elements of the clause or the arbitration process, or whether and how those elements can or should be varied. In reality, arbitration clauses are highly variable, and should be drafted carefully with the client’s situation top of mind.
CalOSBA: Needed Help For California's Small Businesses
June 26, 2023
Suzanne L. Weakley
Business Entities, Business Financing
Do you have a client who wishes to start a new business in California? Or who is looking for business funding sources? Or who needs help managing or expanding an existing business?
Regulating Generative AI? Four Federal Agencies Are on the Case
June 6, 2023
Suzanne L. Weakley
Administrative Law, Privacy & Information Security
As generative artificial intelligence (AI) has vaulted into the public consciousness in the last six months with the release of ChatGPT, there has been increasing concern to ensure that AI systems are responsible and accountable, and that their data and algorithms are used ethically. Generative AI tools are capable of impressive outcomes, but because these tools mimic human-created images and text in a purely statistical way, rather than actually learning from societal experience, these tools are also capable of inventing facts (hallucinating), giving wrong or biased answers, and spewing toxic, hateful speech. Users have found that these tools can easily fabricate convincing-sounding nonsense on any given subject. There are a host of potential legal issues surrounding generative AI, including, among others, ethics, privacy, and gender and racial bias.
Generative AI and the Doctrine of Fair Use
May 16, 2023
Suzanne L. Weakley
Intellectual Property, Privacy & Information Security
ChatGPT and other generative AI applications are founded on so-called large language models, which consist of billions of words, images, and other data assembled by scraping the internet on a massive scale, and then programmed to respond to human requests based on statistical models. In many instances, however, those words, images, and other data scraped from the internet (so-called training data) are subject to copyright, yet were scraped and are being used without permission from copyright owners.
The Ins and Outs of CFIUS, the Federal Agency Reviewing TikTok
April 24, 2023
Suzanne L. Weakley
Business Transactions
Recently, a federal agency named the Committee on Foreign Investment in the United States (CFIUS) has been in the spotlight for its ongoing review of TikTok, the popular short-form video app owned by the Chinese corporation ByteDance. Lawmakers and regulators have repeatedly raised concerns about TikTok’s ability to protect the data of American users from Chinese authorities. In mid-2022, TikTok agreed to route its American users’ data to U.S.-based servers owned by Oracle Corporation, but a later report claimed that TikTok employees based in China had repeatedly accessed data of U.S. users over a period of several months. Most recently, TikTok has been the subject of bipartisan Congressional inquiry and vigorous debate.
Contract Drafting Tips: Best Efforts Clauses
April 4, 2023
Suzanne L. Weakley
Business Litigation, Breach of Contract, Business Transactions, Contract Law and Drafting Principles, Letters of Intent and Option Contracts, Business Contract Provisions, Contract Covenants, Contract Conditions, Review and Negotiation of Business Contracts
Contracting parties often agree that one of them will use "best efforts" or "reasonable efforts" to perform a certain act or to obtain consent or approval of a third party. See,
What You Need To Know About the New Copyright Small Claims Board
March 14, 2023
Suzanne L. Weakley
Business Litigation, Intellectual Property, Litigation Practice & Procedure
Did you know that the U.S. Copyright Office now has a small claims court? The Copyright Alternative in Small-Claims Enforcement Act of 2020 (17 U.S.C. §§ 1501–1511) created a new venue—an administrative tribunal called the Copyright Claims Board (CCB)—to provide an efficient and user-friendly alternative to federal court for certain types of copyright disputes. The CCB consists of three copyright experts within the Copyright Office. The disputes that the CCB may resolve cannot exceed $30,000. See generally
Contract Drafting Tips: Severability
February 21, 2023
Suzanne L. Weakley
Business Litigation, Breach of Contract, Arbitration of Business Disputes, Business Transactions
What happens if a court decides that one provision of a contract is unenforceable, but the other provisions are OK?
Is Your Client's Contract Procedurally Unconscionable?
January 31, 2023
Suzanne L. Weakley
Business Litigation, Breach of Contract, Arbitration of Business Disputes
As you likely know, the doctrine of unconscionability is a defense to contract enforcement. It is a common law doctrine which has been codified in California in
Social Media Influencers and the FTC
January 10, 2023
Suzanne L. Weakley
Business Entities, Business Litigation, Business Transactions, Intellectual Property
In the past decade, product endorsements by social media influencers on platforms such as Instagram and TikTok have become big business. But did you know that the Federal Trade Commission (FTC) has rules concerning these endorsements and testimonials? And that both the endorser and the product seller may be subject to liability for violating these rules? (See generally 16 C.F.R. Part 255.)
Contract Drafting Tips: Postdefault Interest and Prepayment 'Penalties'
December 20, 2022
Suzanne L. Weakley
Business Transactions, Review and Negotiation of Business Contracts
California Civil Code section 3289(a) generally provides that any legal rate of interest stipulated in a contract remains chargeable after its breach. See
What Is the Uniform Law Commission?
November 29, 2022
Suzanne L. Weakley
Business Entities, Corporations, LLCs, General Partnerships, Limited Partnerships, Business Financing
Most lawyers are at least generally familiar with the Uniform Commercial Code and other so-called “uniform” acts such as the Uniform Partnership Act and the Uniform Trade Secrets Act. But where do these laws originate? Are they really uniform? And why aren’t they federal laws?
Contract Negotiations: Make It a Win-Win!
November 8, 2022
Suzanne L. Weakley
Business Transactions, Review and Negotiation of Business Contracts
Unlike litigation, contract negotiation is and should be a constructive, forward-looking process—an opportunity for both sides to improve the status quo, not an adversarial contest of wills. The negotiation process should be a problem-solving endeavor with a “win-win” result,
Is Your Client's Website ADA Accessible?
October 18, 2022
Suzanne L. Weakley
Business Entities, Business Litigation, Disability Discrimination, Intellectual Property
Does your client have a website? If so, has your client ever considered that the Americans with Disabilities Act of 1990 (ADA) (42 U.S.C. §§ 12101–12213) might apply to its website, and that the website may need modification to make it accessible to people with disabilities?
Contract Drafting Tips: Survival
September 27, 2022
Suzanne L. Weakley
Business Entities, Business Litigation, Breach of Contract, Business Transactions
In some situations, contracting parties intend certain rights and obligations to continue despite termination of the main rights and obligations under the contract. For example, on termination of an employment contract, the parties' principal rights and obligations expire,
Contract Drafting Tips: Joint and Several Liability
September 7, 2022
Suzanne L. Weakley
Business Entities, Limiting Liability, Business Transactions
When two or more parties agree to fulfill an obligation under a contract, their obligations may be (1) joint, (2) joint and several, or (3) several. (Civ. Code, § 1430. See generally
A New Avenue in the Bankruptcy Code for Small Business Reorganizations
August 16, 2022
Suzanne L. Weakley
Bankruptcy
Effective in 2020, a new Subchapter V has been added to the Chapter 11 provisions of the Bankruptcy Code to streamline the reorganization process for qualifying small businesses. The new provisions give eligible small businesses a better chance to reorganize successfully and avoid liquidation. Historically, small businesses have had difficulty using Chapter 11. Traditional Chapter 11 proceedings are lengthy and expensive, with substantial legal fees and administrative costs. Hence, Chapter 11 has been better suited to large businesses with complicated debt structures.
Contract Drafting Tips: Merger Clauses
July 26, 2022
Suzanne L. Weakley
Business Entities, Business Transactions
The purpose of a merger or integration clause, also known as an "entire agreement" clause, is to invoke the parol evidence rule. The parol evidence rule is a rule of substantive law (as distinct from a rule of evidence) that prohibits the introduction of any extrinsic evidence (oral or written) to vary or add to the terms of an integrated writing. (Code Civ. Proc., § 1856. See also Comm. Code, § 2202; Civ. Code, §§ 1625, 1639;
Hey, That Was My Idea!
July 5, 2022
Suzanne L. Weakley
Business Transactions, Intellectual Property
“I had this great idea for a movie about the return of the dinosaurs, and I told my buddy at Colossal Global Pictures about it, and the next thing you know, they made a movie about that very thing! And they never paid me a dime!”
What's a Poison Pill?
June 14, 2022
Suzanne L. Weakley
Business Entities, Business Transactions
For the last several weeks, Elon Musk’s unsolicited bid to acquire all of the common stock of Twitter, Inc. and his antics since making the offer have dominated national business news. The day after Musk made his $43 billion offer, Twitter’s board of directors unanimously adopted a so-called “poison pill” in an effort to fend off Musk’s takeover of the company.
What's a Smart Contract?
May 24, 2022
Suzanne L. Weakley
Business Entities, Business Transactions, Intellectual Property
Along with the rise of blockchain, cryptocurrency exchanges, NFTs, and DAOs, so-called smart contracts have emerged as a means of connecting parties, exchanging consideration, and recording online transactions. Smart contracts are automated transactions that rely on blockchain technology, but the term “smart contract” is really an oxymoron. A smart contract is basically a set of self-executing instructions written in computer code, which enable the execution of a pre-programmed transaction once certain conditions are met.
What's a DAO?
May 3, 2022
Suzanne L. Weakley
Business Entities, Business Transactions, Intellectual Property
DAOs,
Contract Drafting Tips: Force Majeure
April 12, 2022
Suzanne L. Weakley
Business Entities, Business Transactions
Force majeure as an excuse for contract nonperformance is reflected in California Civil Code section 1511(2) as follows: “When [contract performance] is prevented or delayed by an irresistible, superhuman cause, or by the act of public enemies of this state or of the United States, unless the parties have expressly agreed to the contrary.” It is closely related to the doctrines of impossibility, impracticability, and frustration of purpose. See CEB's
California Secretary of State's New Online Filing Portal Goes Live
April 11, 2022
Suzanne L. Weakley
Business Entities, Business Transactions
The California Secretary of State launched its new
Contract Drafting Tips: Early Termination
March 22, 2022
Suzanne L. Weakley
Business Entities, Business Transactions
Termination of an agreement occurs when a party ends the contract, for reasons other than its breach, under a power created by agreement or law. Contracts often allow for termination before expiration of their term when specified events occur. The terminating event can cause automatic termination of the agreement, or it can simply give one or more of the parties the right to terminate the agreement. For example, in an employment agreement, the employee's death is an automatic terminating event, while the employee's failure to meet certain expected performance standards could give the employer the option to terminate the contract. After termination, all obligations that are executory on both sides are discharged, but rights based on earlier breach or performance survive. See Cal. Comm. Code § 2106(3) (applicable to contracts relating to the present or future sale of goods).
Choosing a Business Entity
March 1, 2022
Suzanne L. Weakley
Business Entities, Business Transactions
Choosing the type of legal entity for the conduct of an operating business is one of the most important initial decisions a business owner can make. Most individual business owners wish to avoid personal liability for obligations of the business, and may also wish to deduct any business losses personally and avoid double taxation of the income and distributions from the business. For businesses with these objectives, the limited liability company typically offers the best of both worlds. LLC members, like corporate shareholders, are not personally liable for the debts or other liabilities or obligations of the business, and an LLC is generally treated as a partnership for tax purposes.
Contract Drafting Tips: Term
February 8, 2022
Suzanne L. Weakley
Business Entities, Breach of Contract, Business Transactions
The term of a contract begins on the contract's effective date. Unless stated otherwise in the contract, the effective date is ordinarily the execution date—the date the contract is signed. If different parties sign on different dates, the contract becomes effective on the date signed by the last party to sign. An agreement is presumed to have been correctly dated (Evid. Code, § 640). Interest on an instrument is payable from the date of the instrument, unless otherwise provided in the instrument (Comm. Code, § 3112(a)).
Contract Drafting Tips: Indemnification
January 19, 2022
Suzanne L. Weakley
Business Transactions
Indemnity agreements may cover liability arising from the conduct of a party to the contract (second person liability) or liability of a contracting party to a third person, or both. In most stock purchase and asset purchase agreements, second person liability for misrepresentation and breach of warranty are enforced through indemnification provisions.
Contract Drafting Tips: Notices by Email
December 28, 2021
Suzanne L. Weakley
Business Entities, Business Litigation, Breach of Contract, Business Transactions
The notice provisions of contracts now generally allow the use of notices by email. However, there are several issues concerning the use of email notices that don't exist with other notice methods—in particular, the problem that there's usually not a reliable way to confirm receipt of the email by the addressee. Emailed notices are generally enforceable under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) (15 U.S.C. §§ 7001-7031) and the California Uniform Electronic Transactions Act (UETA) (Cal. Civ. Code, §§ 1633.1-1633.17)—but proof of delivery remains an issue. It is therefore important that contracting parties agree on whether to use email for notices under the agreement and, if so, what will constitute effective delivery.
New Lemon Law Requirements for Continuing Service Contracts in California
December 7, 2021
Suzanne L. Weakley
Business Entities, Breach of Contract, Business Transactions
The Song-Beverly Consumer Warranty Act (Cal. Civ. Code, §§ 1790–1795.8), popularly known as the Lemon Law, is a detailed consumer protection measure imposing covenants and warranties in sales of consumer goods that take place in California. It was intended to broaden the remedies available under the Commercial Code. (
New California Securities Law Exemption for Small Intrastate Crowdfunded Offerings
November 16, 2021
Suzanne L. Weakley
Business Entities, Business Transactions
The California Corporate Securities Law of 1968 (CSL) (Cal. Corp. Code, §§ 25000-25707) requires securities offered or sold in this state to be qualified by the Commissioner of the Department of Financial Protection and Innovation, unless exempt from the qualification requirements. Corporations Code sections 25102(a) through 25102(q) sets forth exemptions for a variety of transactions, notably including private offerings. The CSL also makes it unlawful for a person, in connection with the offer, sale, or purchase of a security, to engage in fraudulent or misleading acts or omissions.
Contract Drafting Tips: Ethics
October 26, 2021
Suzanne L. Weakley
Business Entities, Business Transactions, Legal Ethics
Bar associations have generally given little attention to ethical considerations in drafting agreements. Both the California Rules of Professional Conduct and the American Bar Association's Code of Professional Responsibility address ethics and rules of conduct primarily from a litigation or adversarial perspective. Nevertheless, many ethical issues may arise in connection with drafting documents.
DPFI Now Requires Electronic Filing for All Securities and Franchise Filings
October 5, 2021
Suzanne L. Weakley
Business Entities, Business Transactions
Over the past decade, state agencies in California -- including the Department of Financial Protection and Innovation (DPFI) -- have implemented methods for accepting records filed electronically and encouraged use of the new agency systems for electronic filing. The DFPI oversees the operations of state-licensed financial institutions, including banks and credit unions. It also regulates securities brokers and dealers, investment advisers, and payday lenders, and enforces the state securities and franchise laws. Since 2014, the DPFI has had an electronic portal (
Contract Drafting Tips: Online Agreements
September 14, 2021
Suzanne L. Weakley
Business Transactions
The enforceability of online agreements depends less on the specific language of the agreement itself and more on the design and formatting of the website hosting the agreement. The website's design -- including the size and color of the fonts used, the background color, the layout, and the location of links -- may compromise the extent to which users have notice of the terms of the agreement. Thus, counsel must partner with the website’s software engineer-designers to ensure that the site is designed in a way that will enhance the agreement’s enforceability.
Contract Drafting Tips: Attorney Fees
August 24, 2021
Suzanne L. Weakley
Breach of Contract, Business Transactions
Unless specifically provided by statute or by the parties' agreement, attorney fees incurred in contract litigation are not usually recoverable. (Code Civ. Proc., § 1021;
Contract Drafting Tips: Waivers
August 3, 2021
Suzanne L. Weakley
Business Litigation, Breach of Contract, Business Transactions
A contracting party does not have a unilateral right to waive any term of a contract, but rather only those provisions that were included for that party's sole benefit. (
Contract Drafting Tips: Assignments
July 13, 2021
Suzanne L. Weakley
Business Entities, Breach of Contract, Business Transactions
An assignment is the transfer by one party (the assignor) to another (the assignee) of title or ownership of property or rights. The transfer of title or ownership may be separate from the transfer of possession. (See
New Federal Reporting Obligations for California Business Entities
June 22, 2021
Suzanne L. Weakley
Business Entities, Business Transactions
The Corporate Transparency Act (CTA) (Pub.L. No. 116-283, 134 Stat. 4604) became law as of January 1, 2021, as part of the Anti-Money Laundering Act of 2020 (Pub. L. No. 116-283, Div. F at §§ 6001-6511, 134 Stat. 3388). It is codified in its entirety at 31 U.S.C. § 5336. The CTA is intended to better enable law enforcement to combat money laundering, terrorism financing, tax and securities fraud, and other crimes by imposing new federal reporting requirements applicable to many domestic as well as foreign business entities.
Contract Drafting Tips: Choice of Forum
June 1, 2021
Suzanne L. Weakley
Business Litigation, Business Transactions, Litigation Practice & Procedure, Jurisdiction, Venue
Contracting parties have a limited right to designate the forum in which to resolve disputes. The parties cannot confer subject matter jurisdiction on a court by contract, but when two or more courts have subject matter jurisdiction, the general rule in California is that a forum-selection clause limiting suits under the contract to one of them will be upheld if the contract was entered into freely and voluntarily by the parties after arm's-length negotiation and enforcement of the clause would not be unreasonable or unfair. (S
Contract Drafting Tips: Bankruptcy Clauses
May 11, 2021
Suzanne L. Weakley
Bankruptcy, Business Litigation, Business Transactions
Events of default specified in an agreement often include a bankruptcy or insolvency clause. These clauses typically specify the following events (among others) as events of default:
Contract Drafting Tips: Events of Default
April 20, 2021
Suzanne L. Weakley
Business Entities, Business Transactions
What is an "event of default"?
Contract Drafting Tips: Liquidated Damages
April 1, 2021
Suzanne L. Weakley
Business Entities, Business Litigation, Breach of Contract, Business Transactions
Liquidated damages are a specified sum of money, determined by the parties at the time of contracting, that must be paid for breach of the contract, regardless of the amount of actual damages incurred. See generally
Contract Drafting Tips: Condition of No Material Adverse Change
March 9, 2021
Suzanne L. Weakley
Business Entities, Business Transactions
An express condition to closing often negotiated by the buyer in acquisition agreements is the absence of any "material adverse change" in (or "material adverse effect" on) the financial condition, business, or operations of the seller between the time of entering into the agreement and the closing date. These clauses (sometimes referred to as "MAC" or "MAE" clauses) may contain exceptions for changes affecting the economy as a whole or a certain industrial sector or for adverse weather or market conditions. As noted by the court in
Contract Drafting Tips: Conditions of Consent or Satisfaction
February 18, 2021
Suzanne L. Weakley
Breach of Contract, Business Transactions
Contracting parties often want to provide conditions requiring that consent must be given before rights may be exercised (
Contract Drafting Tips: Conditions
January 25, 2021
Suzanne L. Weakley
Business Entities, Business Transactions
A condition is a fact or an event, the occurrence or nonoccurrence of which either creates or extinguishes a promisor’s right or duty. See
Contract Drafting Tips: Risk Allocation
January 7, 2021
Suzanne L. Weakley
Business Transactions
One principal purpose of business and commercial contracts is the allocation of risks in the transaction as between the contracting parties. When negotiating any business transaction, the parties may preserve or alter the risks or duties imposed by law on the proposed arrangement. For example, although a property owner is generally liable for damage caused by hazardous materials on its property, a potential buyer of real property may be unwilling to purchase the property unless the seller agrees to be financially responsible for any cleanup costs resulting from the presence of hazardous materials on the property before the closing date.
Contract Drafting Tips: Noncompetition Covenants
December 15, 2020
Suzanne L. Weakley
Business Litigation, Business Transactions
What is a noncompetition covenant?
Protecting Trade Secrets
November 3, 2020
Suzanne L. Weakley
Business Entities, Intellectual Property, Privacy & Information Security
What are trade secrets?
Contract Drafting Tips: Covenants
October 13, 2020
Suzanne L. Weakley
Business Entities, Business Transactions
What Is a Covenant?
Easier Copyright Registration for Blogs and Social Media Posts
September 22, 2020
Suzanne L. Weakley
Intellectual Property, Law Practice Management
Are you a blogger? And are you concerned about copyright infringement but don’t have time to register every blog? The Copyright Office has established a new registration procedure to make it easier for applicants to register a group of short online literary works—for example, blog entries, social media posts, or short online articles—with a single application and filing fee.
Contract Drafting Tips: Representations and Warranties
September 1, 2020
Suzanne L. Weakley
Business Litigation, Business Transactions
What is a representation?
What Is a Fiduciary?
August 11, 2020
Suzanne L. Weakley
Business Entities, Business Litigation, Trusts & Estates
Do you know what a fiduciary is? Or what types of relationships are fiduciary relationships? Or what types of actions might constitute a breach of fiduciary duty?
Contract Drafting Tips: Recitals
July 14, 2020
Suzanne L. Weakley
Business Entities, Business Transactions
What are recitals? The recitals, or introductory section of a contract, set the stage for the substantive contractual provisions that follow. Recitals have several valuable functions, as follows:
With COVID-19 and Nationwide Protests, the Time Is Ripe for Structural Change in American Business
June 16, 2020
Suzanne L. Weakley
Business Entities
The COVID-19 pandemic has had a profound adverse impact on the American economy, and the nationwide protests over the death of George Floyd have highlighted the stark inequities that exist in many aspects of American life. It's clear that people of color and low-income workers have suffered to a much greater extent from the pandemic and the economic downturn, and a debate is accelerating over what the role of American business should be. When the pandemic has run its course, should American businesses simply revert to the status quo ante, or should things change?
Will COVID-19 Excuse Contract Performance If the Contract Is Silent?
May 19, 2020
Suzanne L. Weakley
Business Litigation, Business Transactions
The COVID-19 pandemic has upended the commercial relationships on which the global economy is based. A party to a contract having an express force majeure or material adverse change clause that is broad enough to cover epidemics may be excused from performance. But what if the contract has no such clause or has one that is ambiguous?
California Secretary of State Launches Corporate Formation Online Filing Tool
April 22, 2020
Suzanne L. Weakley
Business Entities, Business Transactions
The California Secretary of State announced on Tuesday the launch of two new online tools to help with physical distancing during the COVID-19 pandemic:
Cybersecurity During COVID-19: Are Your Clients Prepared?
April 21, 2020
Suzanne L. Weakley
Business Transactions, Privacy & Information Security
Because of its population and knowledge-based economy, California has been the top target in the nation for international criminal organizations whose sole purpose is to commit highly profitable hacking, fraud, and digital piracy cybercrimes. Now, with more and more employees working remotely to access employer networks from personal devices due to the COVID-19 pandemic, cybercrime has increased.
Much-Needed Help for Small Businesses Under the CARES Act
March 31, 2020
Suzanne L. Weakley
Business Transactions
On March 27, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (
U.S. Treasury and IRS Allow Deferral of Federal Income Tax Payments Due to COVID-19
March 19, 2020
Suzanne L. Weakley
Tax Law
The U.S. Treasury Department and the Internal Revenue Service issued
California Grants Extension to File State Tax Returns for Those Affected by COVID-19
March 17, 2020
Suzanne L. Weakley
Business Transactions, Tax Law
The California Franchise Tax Board has announced special tax relief for California taxpayers affected by the COVID-19 pandemic. Affected taxpayers have been granted an extension until June 15 to file 2019 California tax returns and make certain payments. This relief covers the following:
SEC Proposes to Simplify Rules for Private Placements
March 5, 2020
Suzanne L. Weakley
Business Entities, Business Transactions
The Securities and Exchange Commission on Wednesday
Contract Drafting Tips: Use Defined Terms
March 3, 2020
Suzanne L. Weakley
Business Entities, Business Transactions
Do you know how to use defined terms skillfully? Experienced contract drafters do, and there’s an art to that. Here’s a basic guide to help you learn how.
The Business Entity Name Game
February 4, 2020
Suzanne L. Weakley
Business Entities
Are you about to form a corporation or a limited liability company for a client? And does the client have a preferred name for the business to be conducted by the entity? Securing a legal name for the entity can be a complicated task, but the California Secretary of State has some helpful tools for you.
SCOTUS Will Review Constitutionality of Telephone Consumer Protection Act Provision
January 13, 2020
Suzanne L. Weakley
Business Litigation, Constitutional Law, Privacy & Information Security
The U.S. Supreme Court on Friday
Contract Drafting Tips: Use Plain English!
January 7, 2020
Suzanne L. Weakley
Business Transactions
Did your client ever read that contract you drafted? Contracts that are effective—agreements that work for all parties—are written in language that the parties themselves, as well as their counsel, can read and understand easily.
California Secretary of State Updates Corporate Disclosure Form
December 26, 2019
Suzanne L. Weakley
Business Entities
The California Secretary of State has updated the Corporate Disclosure Statement for Domestic Stock and Foreign Corporations (Form SI-PT), which is the form that must be used by publicly traded corporations.
Fifth Circuit Rules That Affordable Care Act’s Individual Mandate Is Unconstitutional
December 18, 2019
Suzanne L. Weakley
Constitutional Law, Tax Law
The Fifth Circuit Court of Appeals
Pseudoforeign Corporations
November 26, 2019
Suzanne L. Weakley
Business Entities, Business Transactions
Do you have a corporate client that was incorporated in Delaware or Nevada but is doing business in California? If so, are you aware that many provisions of California corporate law may apply to it even though it was not incorporated in California? If it’s doing business here, it might be what’s known as a “pseudoforeign corporation.” As a result it may be subject to many provisions of California corporate law—as well as all the other California laws, such as tort, labor, and property laws—that would apply to it regardless.
Contract Drafting Tips: Make an Outline!
November 5, 2019
Suzanne L. Weakley
ADR, Business Entities, Business Transactions
As a first step in contract drafting, it really helps to get organized! What should the contract cover? Make an outline of the key provisions of the agreement, based on your conversations with the client, your own investigations, and the letter of intent, if any.
Blockchain Technology? California Is Working on It!
October 8, 2019
Suzanne L. Weakley
Business Entities, Business Transactions, Intellectual Property, Privacy & Information Security, Real Property, State & Local Government
With the enactment of AB 2658 (Calderon, Stats. 2018, ch. 875), California took its first careful step into the world of blockchain technology for the ultimate benefit of the state itself and its private businesses and residents.
Contract Drafting Tips: Letters of Intent
September 24, 2019
Suzanne L. Weakley
Business Entities, Business Transactions
Are you familiar with letters of intent? Have you ever drafted one? If not, here are some letter of intent basics.
California Takes on "Bots"
September 3, 2019
Suzanne L. Weakley
Business Transactions, Intellectual Property
Did you know that California now has a law regulating the use of “bots”? It’s one of the California legislature’s first forays into the realm of artificial intelligence (or “AI” as it’s often called). The law took effect on July 1, 2019, and regulates the use of “bots” online. It’s codified in Business and Professions Code sections 17940–17943.
Contract Drafting Tips: Start Off Right!
August 13, 2019
Suzanne L. Weakley
Business Transactions
If you’re asked to draft an agreement, your task as counsel is twofold: First, to learn your client's interests and how the transaction affects those interests, and second, to incorporate them into the document in a meaningful and acceptable way.
California Appeals Court Finds Unenforceable Penalty in Stipulated Default Judgment
August 12, 2019
Suzanne L. Weakley
Business Litigation, Litigation Practice & Procedure
A stipulated judgment in a breach of contract case was $700,000 too high, California's Second District Court of Appeal
No documents found.
No programs found.
Advising California Partnerships
Business Entities
- 3A Federal Reporting Obligations Under the Corporate Transparency Act
Counseling California Corporations
Business Entities
- 3A Federal Reporting Obligations Under the Corporate Transparency Act
Forming and Operating California Limited Liability Companies
Business Entities
- 7A Federal Reporting Obligations Under the Corporate Transparency Act
Internet Law and Practice in California
Intellectual Property
- 3A Legal Issues Concerning Artificial Intelligence - Updated Author
Organizing Corporations in California
Business Entities
- 2B Federal Reporting Obligations Under the Corporate Transparency Act
- 7 Close Corporations
Scroll to TopCopy the link below: