- In This Issue -

Volume 2, Number 5 • October 2011• Archives of Past Issues
Business and Corporations Law home page
An ePublication of the Los Angeles County Bar Association

Message from the Chair

Welcome to LACBA's Business and Corporations Law Section.

We remain committed to providing quality CLE programs and other resources to attorneys who are members of the Business and Corporations Law Section. Throughout the year, the Section holds seminars on a variety of current topics relevant to legal practice in the areas of business, corporate and securities law and sponsors other events to facilitate networking and exchange of ideas among members.

As described below, our first event of 2011- 2012 bar year is the 44th Annual Securities Regulation Seminar to be held on October 28, 2011 at the Millennium Biltmore Hotel, Los Angeles. This is one of our flagship programs at which speakers address current topics relating to securities regulation. The speakers include SEC Commissioner Elisse B. Walter and California Department of Corporations Commissioner Preston DuFauchard. If you have not registered for this program, please register today. We hope to see you there.

In addition, we will be presenting several other programs throughout the year as described below.

We are always looking for members to participate in the Section, including assisting with the programs. If you're interested in becoming involved with the Section, please contact me. We would welcome your participation and continued support.


Harumi Hata, Section Chair

Special Announcement

Interested in Becoming an Executive Committee Member?

The Business and Corporations Law Section is looking for qualified Section members to become Executive Committee members. This is a great opportunity for highly motivated attorneys to become more involved in the Section.

The Business and Corporations Law Section Executive Committee is concerned with substantive areas of business, corporate, and securities laws. It monitors and comments on SEC and Department of Corporations legislative and regulatory developments and sponsors section newsletter and educational activities, including MCLE programs, Annual Securities Regulation Seminar, and Annual Delaware and California Law Update Symposium (formerly known as Annual Glendon Tremaine Symposium).

The Executive Committee meets once a month from September through June at noon. This year, we held a kick-off meeting in August. Most meetings are at the LACBA offices (downtown); each year, we hold meetings at the Department of Corporations, the SEC, and occasionally at law firm offices. This year, we are also holding a few of the meetings at the FINRA offices.

Currently, the Executive Committee has as members representatives of many firms, including Seyfarth Shaw, Skadden, Latham, Morgan Lewis, Jeffer Mangels, and Paul Hastings and also has as liaisons representatives from the SEC, Department of Corporations, and FINRA.

In order to be an Executive Committee member, you must belong to the LACBA and the Business and Corporations Law Section.

If you would like to submit your credentials, please email Harumi Hata (hhata@seyfarth.com) and Mara Morner-Ritt (mmorner-ritt@bmmrlaw.com).

Exciting Upcoming Events

October 28, 2011: Annual Securities Regulation Seminar

Location: Milennium Biltmore Hotel, Downtown Los Angeles
Presented by: LACBA Business and Corporations Law Section

Top Washington and regional Securities and Exchange Commission officials, together with representatives of other regulatory agencies as well as leading private practitioners, will present a comprehensive review of current events and developments in the securities field. This seminar will include an overview of judicial, regulatory, and enforcement developments, as well as recent trends in the public and private offerings of securities, mergers and acquisitions, and other matters of interest to the corporate and securities bar.

Click here to view the program schedule and to register.

Future Events:
December 13, 2011
Marvin Greene Award Presentation & Social Networking Event
Downtown Los Angeles

Program details to follow.

January, 2012
MCLE Program on Elimination of Bias and Substance Abuse
Downtown Los Angeles

Program Details to Follow

Pro Bono Opportunities

As a reminder, the Los Angeles County Bar Association has pro bono opportunities in need of volunteers, and we encourage your participation. These include, among others, matters for the AIDS Legal Service Project, the Domestic Violence Project and the Immigration Legal Assistance Project. If you are interesting in assisting, it is easy to volunteer for these projections through the LACBA website by clicking here, or you may contact the individuals below for the associated topic areas:

AIDS Legal Service Project:
Laurie Aronoff, Director, (213) 637-1692 or laronoff@lacba.org

Domestic Violence Project:
Deborah Kelly, Directing Attorney, (213) 896-6491 or dkelly@lacba.org

Immigration Legal Assistance Project:
Mary Mucha, Project Director, (213) 485-0143


Developments at the SEC

Section 719(c) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC and, together with the CFTC, the Commissions) jointly to study and then report to Congress on swap regulation and clearinghouse regulation in the United States, Asia, and Europe and to identify areas of regulation that are similar and other areas of regulation that could be harmonized. The report also must identify major dealers, exchanges, clearinghouses, clearing members, and regulators in each geographic area and describe the major contracts (including trading volumes, clearing volumes, and notional values), methods for clearing swaps, and the systems used for setting margin in each geographic area. In connection with the study and report, the CFTC and SEC issued a request for information through public comment. The SEC requested public comment by late September on swap regulation. http://www.sec.gov/rules/other/2011/34-64926.pdf.

California Law Update

On September 1, 2011, the Governor of California signed into law California Assembly Bill No. 571 ("AB 571"), which is intended to simplify restrictions on dividends, repurchases and redemptions of shares by companies incorporated in California and companies incorporated elsewhere but deemed subject to the same restrictions by virtue of Section 2115 of the California Corporations Code. The restrictions are set forth in Sections 500 to 509 of the California Corporations Code, and are commonly referred to collectively as "Section 500."

With AB 571, boards of directors of corporations will be free to consider the fair market value of a corporation's assets, and to rely on the financial information the board deems reasonable under the circumstances, when determining whether the corporation has sufficient assets relative to its liabilities to distribute cash or property to its shareholders.

AB 571 will take effect on January 1, 2012. A full copy of AB 571 can be obtained here.

From the California Department of Corporations

California Corporations Commissioner amended Rule 260.204.9 pertaining to an exemption for investment advisers with fewer than 15 clients. The amendment which took effect on July 21, 2011, is attached to the following link.

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Los Angeles County Bar Association
2011-12 Business and Corporate Law Section
Officers and Section Liaisons

Harumi Hata

Vice Chair
Mara Morner - Ritt

Immediate Past-Chair
David Eisman


Steven Stokdyk

Theresa Leets

Co-Program Chair
Natalie Maniaci

Co-Program Chair
Rajnish Puri

Marketing & Membership Chair
Kevin Finch

Section Administrators
Terrina Scott and Edgar Zapata

Law School Liaison, Therese Maynard
FINRA Representative, David A. Greene
California Department of Corporations Representative, Theresa Leets
LACBA Corporate Law Departments Section Representative, Lois M. Jacobs
SEC Representative, Martin J. Murphy
SEC Representative, Rosalind R. Tyson