What Businesses Should Know Before Leaving California

Jeremy Babener
Sergio Broholm
Gina Elliott
Jack Frisbie
Jeremy Babener | Structured Consulting
Sergio Broholm | Shartsis Friese
Gina Elliott | Bradley Berstein Sands
Jack Frisbie | USC Gould School of Law

On-Demand: October 14, 2022

What Businesses Should Know Before Leaving California

$195.00 2 hour CLE

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Program Summary

Businesses have long chosen to headquarter in California over other states. But with the state’s expensive cost of living, high taxes, and complex regulatory environment, a number of high-profile businesses have left. This presentation walks through key considerations for any business before leaving, including the legal mechanism to do so, the regulatory impact, and the effect on potential and future litigation.

Article: “Here’s What Business Should Know Before Leaving California

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

  • Whether to convert, merge, or transfer
  • When to register in CA as a foreign entity
  • What to tell tax authorities
  • How CA can continue to regulate you
  • What exposure you continue to have to CA litigation

Date: October 14, 2022

Closed-captioning available


Jeremy-Babener_Structured-Consulting_FedBarJeremy Babener | Structured Consulting

Jeremy is the Founder of Structured Consulting and previously served in the U.S. Treasury’s Office of Tax Policy. He consults for businesses on strategy, partnerships, and marketing.

Jeremy Babener is a nationally recognized tax attorney who focuses his practice on lawsuit awards, settlements and complex structures.

As Special Tax Counsel Jeremy advises on tax and business matters in addition to his work outside the firm. He previously served full time in Lane Powell’s Tax Group and later as general counsel and vice-president to firm client Multistream Capital, a financial company selling customized income stream investments.

Jeremy regularly speaks and writes on tax issues relating to settlements and structures and serves as a Board Member and Chair of the Legal Committee of the Society of Settlement Planners.

Before joining Lane Powell, Jeremy served as a Tax Policy Fellow in the U.S. Treasury Department’s Office of Tax Policy, focusing on partnership tax issues including non-compensatory partnership options and debt-equity exchanges.


Sergio-Broholm_Shartsis-Friese_FedBarSergio Broholm | Shartsis Friese

Sergio Broholm is an attorney in the Firm’s Corporate Group. Sergio represents a variety of clients, ranging from founders, startups and executives to investors and publicly traded companies. Sergio’s practice focuses on mergers and acquisitions, emerging company representation, and general contractual and transactional matters. Sergio also regularly advises blockchain and cryptocurrency clients on a range of transactional matters and outside general counsel work.

Sergio’s legal career started at the global law firm Kirkland & Ellis, where he represented private equity firms and their portfolio companies in all aspects of their businesses. Prior to entering law school, Sergio worked as a political risk analyst in Mexico City, where he published articles about national politics and security in Mexico and Central America. He speaks and writes Spanish fluently.

Sergio maintains an active pro bono practice, spearheading a pro bono program at the Firm to help formerly incarcerated individuals clean their conviction records. Outside of his practice, Sergio enjoys spending time with his family and friends, and sailing in the San Francisco Bay.


Gina-Elliott_Bradley-Berstein-Sands_FedBarGina Elliott | Bradley Berstein Sands

Gina Elliot is an associate at Bradley Berstein Sands. She specializes in complex civil litigation and has experience litigating a diverse range of legal issues, including securities and constitutional law.

Gina specializes in complex civil litigation in federal and state court. She has experience litigating cases involving issues of securities, copyright, and constitutional law, among other areas. Gina develops a deep understanding of her clients’ business and goals and works with them to develop and adapt their legal strategies based on changes in the legal or business environment. Before joining BBS, Gina worked at Munger, Tolles & Olson in Los Angeles, where she represented technology and entertainment companies and a large public university. She maintains an active pro bono practice, which has included work at the trial and appellate levels.


Jack-Frisbie_USC-Gould-School-of-Law_FedBarJack Frisbie | USC Gould School of Law

Jack Frisbie is a third-year student at USC Gould School of Law (’23). Since working as a Treasury Analyst at Belk he has focused on business law and strategy.


I. What to consider before moving CA | 2:00pm – 2:30pm

  1. Informing tax authorities | 2:00pm – 2:15pm
  2. Converting, merging, or transferring | 2:15pm – 2:30pm

II. What to do after leaving CA | 2:30pm – 3:00pm

  1. Registering in CA as a foreign entity | 2:30pm – 2:45pm
  2. Licenses, permits, and hiring in your new state | 2:45pm – 3:00pm

Break | 3:00pm – 3:10pm

III. How CA might still regulate your company | 3:10pm – 3:40pm

  1. Employees and contracts in CA | 3:10pm – 3:25pm
  2. Regulation of privacy, unfair competition, etc. | 3:25pm – 3:40pm

IV. When contractual ties to CA matters | 3:40pm – 4:10pm

  1. Contractual provisions on choice of law and venue | 3:40pm – 3:55pm
  2. Personal jurisdiction based on past or current activity | 3:55pm – 4:10pm