- In This Issue -

Volume 2, Number 3 • April 2011• Archives of Past Issues
Business and Corporations Law home page
An ePublication of the Los Angeles County Bar Association

Message from the Chair

Dear Friends,

This is it! The most comprehensive recap of the key case law and legislative developments in Delaware and California in the past year, delivered by the most respected judges, state officials, and practitioners in the industry. Our next program - Annual DE & CA Law Update Symposium - will be held May 6, 2011 and feature Chief Justice of Delaware Supreme Court Hon. Myron T. Steele and California Commissioner of Corporations Preston DuFauchard. Attendees will receive a complimentary compendium of summaries of recent case law developments. Don't miss this opportunity to hear the perspectives of both the Chief Justice of the Delaware Supreme Court and the Commissioner of the California Department of Corporations.

We look forward to seeing you at the event.


David Eisman, Section Chair

Events Completed

October 29, 2010: Annual Securities Regulation Seminar
Click HERE to see pictures of the event.

Elise Walter
SEC Commissioner Elisse B. Walter

December 15, 2010: Marvin Greene Award Ceremony & Social Networking

Honoree and Award Recipient: California State Controller John Chiang
Click HERE to see pictures.

John Chiang

January 18, 2011
Securities Arbitration: Current Developments

February 24, 2011
Impact of the Dodd-Frank Financial Reform Act on Broker-Dealer Regulation and Regulation of Investment Advisers Includes Regulation of Advisers to Private Equity Funds, Venture Capital Funds, and Hedge Funds

March 16, 2011
IP Issues in Transactional Matters: The Top Ten Pitfalls in Dealing with Patent, Trademark, Copyright, Trade Secret and License Assets in Corporate Transactions

Events Coming Soon

May 6, 2011 (10:00 a.m.)
Annual DE & CA Law Update Symposium
Location: Omni Hotel, Downtown Los Angeles

Featuring Chief Justice of Delaware Supreme Court Hon. Myron T. Steele and California Commissioner of Corporations Preston DuFauchard
Hon. Myron T. Steele, Chief Justice of Delaware Supreme Court
Preston DuFauchard, Commissioner of California Department of Corporations
Mark J. Gentile, Richards, Layton & Finger
James Fotenos, Greene Radovsky Maloney Share
Robert Pincus, Skadden, Arps, Slate, Meagher & Flom LLP

Click HERE to register.


Developments at the SEC

The SEC continues with rule-making process under the Dodd-Frank Act. Check out the following links for current developments in the areas.

Corporate Governance & Disclosure

Proposed rules regarding exchange listing standards for compensation committee independence and factors affecting compensation adviser independence; propose disclosure rules regarding compensation consultant conflicts (March 30, 2011) [§952], http://www.sec.gov/rules/proposed/2011/33-9199.pdf.

Adopted rules concerning shareholder approval of executive compensation and "golden parachute" compensation arrangements. The new rules specify that say-on-pay votes required under the Dodd-Frank Act must occur at least once every three years and that companies are required to hold a "frequency" vote at least once every six years in order to allow shareholders to decide how often they would like to be presented with the say-on-pay vote. (January 25, 2011) [§951], http://www.sec.gov/rules/final/2011/33-9178.pdf.

Exempt Offerings

Proposed rule to revise the "accredited investor" standard. The proposed amendments would exclude the value of an individual's primary residence in calculating net worth when determining accredited investor status and would clarify the treatment of any indebtedness secured by the residence in the net worth calculation. (January 25, 2011) [§413], http://www.sec.gov/rules/proposed/2011/33-9177.pdf.

Issued Staff Guidance on Investor Net Worth: The Commission issued staff guidance regarding the "value of the primary residence" for purposes of calculating an investor's net worth (July 23, 2010) [Interpretation of §413(a): Compliance & Disclosure Interpretation §179.01], http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm#179.01.

Oversight of Investment Advisers and Broker-Dealers

Proposed Rules to Improve Oversight of Investment Advisers: The Commission proposed rules implementing the exemptions from registration for advisers to venture capital firms and for certain advisers to private funds and also proposed rules and changes to forms to implement the transition of mid-sized investment advisers (between $25 and $100 million in assets under management) from SEC to State regulation, as provided in the Act. (November 19, 2010) [§§407, 408 and 410], http://www.sec.gov/rules/proposed/2010/ia-3110.pdf.

Proposed New Family Office Definition: The Commission proposed a new rule that would help those managing their own family's financial portfolios determine whether their "family offices" can continue to be excluded from the Investment Advisers Act of 1940. (October 12, 2010) [§409], http://www.sec.gov/rules/proposed/2010/ia-3098.pdf.

Heard from California Department of Corporations

The Department of Corporations is California's Investment and Financing Authority. DOC protects CA consumers by licensing and regulating individuals and companies that offer securities, investment advice, consumer finance loans, residential mortgage loans, escrows, payday loans, franchises, and certain bill-paying services. Through its examination and enforcement activities, DOC prevents unlicensed or fraudulent consumer transactions.

DOC's Education and Outreach unit educates and helps protect the public from investment fraud and financial scams. Since the two most targeted groups for fraud are seniors and military service members, DOC administers two special programs: Seniors Against Investment Fraud (SAIF), and Troops Against Predatory Scams (TAPS). Education and Outreach staff works with law enforcement, DAs, other government agencies, and many non-profit groups, and makes public presentations on fraud prevention, consumer protection and financial literacy.

DOC has distributed over 1 million copies of various publications to the public. Publications include: Protect Yourself From Fraud (for seniors, and available in English, Spanish, Chinese, and Tagalog); Protect You and Your Family from Fraud (for military service members, veterans, and their families); What You Need To Know About Payday Loans (available in English and Spanish); and several publications on money management, including Reduce Your Debt, Financial Tips, and a Budget worksheet.

Call the DOC Consumer Service Center with questions, complaints, or to schedule a presentation (Toll-Free: 1-866-275-2677) or visit www.corp.ca.gov To order free publications, e-mail forms@corp.ca.gov

Pro Bono Corner

Several meaningful opportunities to offer pro bono legal services are available in Southern California region. These projects also provide the transactional attorneys opportunities to bring their in-depth expertise in consumer protection laws to the benefit of many who are otherwise unable to afford legal services. Our section encourages its members to volunteer their time. To find out more about current pro bono projects seeking attorneys, please check out the SoCal Pro Bono Center at www.probono.net/ca/socal/

Los Angeles County Bar Association
2010-11 Business & Corporate Law Section
Officers and Executive Committee Members

David Eisman

Vice Chair
Harumi Hata

Immediate Past-Chair
Robert Carlson


Mara Morner - Ritt

Theresa Leets

Co-Program Chair
Steven Stokdyk

Co-Program Chair
Natalie Maniaci

Marketing & Membership Chair
Rajnish Puri

Section Administrator
Kyan Coward

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