- In This Issue -





Volume 2, Number 6 • January 2012 • Archive of Past Issues
Business and Corporations Law Section home page
An ePublication of the Los Angeles County Bar Association

Message from the Chair

A Happy New Year!

I hope that each of you had a prosperous 2011, and, on behalf of the Business and Corporations Law Section's Executive Committee, I wish you all a terrific 2012.

In 2012, the Business and Corporations Law Section will continue to provide informative programs. In addition to the programs, we are presenting a networking reception on January 11, 2012, in conjunction with the presentation of the Marvin Greene Award. This year's Marvin Greene Award recipient is Mr. Michael Cowan, Secretary, Vice President and Assistant General Counsel of TelePacific Communications. We hope that you will attend the event on January 11, as we present the Marvin Greene Award to a long-time active member of the Business and Corporations Law Section and the Immediate Past Chair of LACBA's Corporate Law Departments Section and celebrate the New Year.

We look forward to seeing you at the January 11 event, as well as the other programs we present this year.

As always, we are grateful for your participation in the Business and Corporations Law Section, and we welcome new members to the Section. Please remain active in LACBA and the Business and Corporations Law Section, and please spread the word about LACBA and the Business and Corporations Law Section.

Sincerely,

Harumi Hata, Partner, Seyfarth Shaw LLP
Section Chair



From left to right: Mara Morner-Ritt (Section Vice Chair), Eric Webber (LACBA President), David Eisman (Section Immediate Past Chair), and Harumi Hata (Section Chair)

Special Announcement

Interested in Becoming an Executive Committee Member?

The Business and Corporations Law Section continues to look for and identify 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 Executive Committee meets once a month from September through June at noon. In 2011, we held a kick-off meeting in August. Most meetings are held at the LACBA offices in downtown Los Angeles; 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, Paul Hastings, Gibson Dunn, and Loeb & Loeb, and also has as liaisons and representatives from the SEC, the Department of Corporations, and FINRA, as well as LACBA's Corporate Law Departments Section and Barristers.

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

If you are interested in servicing on the Business and Corporations Law Section's Executive Committee, please submit your credentials and statement of interest to Harumi Hata (hhata@seyfarth.com) and Mara Morner-Ritt (mmorner-ritt@bmmrlaw.com).

Program Held

October 28, 2011: 44th Annual Securities Regulation Seminar

Location: Millennium Biltmore Hotel, Los Angeles

The 44th Annual Securities Regulation Seminar was a tremendous success, with over 300 attendees. Highlights included a discussion on the SEC's ongoing Dodd-Frank rulemaking, current issues and trends in the SEC's enforcement and whistleblower programs, updates on other corporate and securities law developments, and several informative breakout sessions on topics of interest in specific practice areas. SEC Commissioner Elisse B. Walter provided an informative keynote luncheon address.



SEC Commissioner Elisse B. Walter



From left to right: John Hartigan (SecReg Program Chair), Elisse B. Walter (SEC Commissioner), and Rosalind Tyson (SEC Los Angeles Regional Director)

Exciting Upcoming Events

Exciting Events and CLE Programs in January 2012

January 11, 2012: 6:00 pm - 8:00 pm (registration at 5:30 pm)

Marvin Greene Award Presentation and Networking Reception
Location: City Club on Bunker Hill, downtown Los Angeles

Award Recipient: Mr. Michael Cowan, Secretary, Vice President and Assistant General Counsel, TelePacific Communications

Click here to register for this event.

January 24, 2012: 12:00 pm - 2:00 pm (registration at 11:30 am)

MCLE Program: Sex, Bias and Substance Abuse - Those Hard to Get MCLE Credits

Location: LACBA, downtown Los Angeles

Attendees will receive 1 hour of Elimination of Bias credit and I hour of Substance Abuse credit

Click here to register for this program.

Save the Date for Future Upcoming Programs

February 16, 2012: Securities Arbitration and Securities Enforcement

March 13, 2012 (lunch time): How Will Capital Be Deployed in 2012? Financing Parameters for M&A and Growth

April 18, 2012 (evening): IP Issues for Transactional Lawyers

May 18, 2012: 2012 Annual DE & CA Law Update Symposium (fka Glendon Tremaine Symposium)

Program Details to Follow

News

National Seminar Presented by the SEC

The Securities and Exchange Commission has opened registration for its national seminar to help chief compliance officers and other senior personnel at investment management firms enhance their compliance programs for the protection of investors. The seminar will be held on January 31, 2012, from 8:30 a.m. to 5:30 p.m. (Eastern Standard Time), at the SEC's Washington D.C. headquarters, and will include panel discussions to analyze compliance and other significant issues being faced by investment advisers and registered investment companies.

Attendance is limited to 500 people; the seminar will also be webcast at www.sec.gov. Registration materials and other information about the national seminar are available at: http://www.sec.gov/info/complianceoutreach/complianceoutreachns2012.htm

SEC Adopts a Final Rule Amending "Accredited Investor" Definition

On December 21, 2011, the Securities and Exchange Commission adopted amendments to the definition of "accredited investor" under the Securities Act of 1933, as required by Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Information regarding the final rule adopted by the Securities and Exchange Commission is set forth in the Management Alert provided by Seyfarth Shaw LLP.

Click here for the Management Alert provided by Seyfarth Shaw LLP.

New Corporations Commissioner at the California Department of Corporations

Mr. Preston DuFauchard has left his position as the Corporations Commissioner with the Department of Corporations as of December 31, 2011. Ms. Jan Lynn Owen is now the Corporations Commissioner. Prior to being appointed Commissioner at the Department of Corporations, Ms. Owen was the principal at The Jan Owen Group since 2010, a strategic initiatives manager at Apple Inc. from 2009 to 2010, the vice president of government affairs at JP Morgan Chase from 2008 to 2009, the state director of government and industry affairs at Washington Mutual Inc. from 2002 to 2008, and the executive director of the California Mortgage Bankers Association from 2000 to 2002. Ms. Owen was the acting commissioner of the Department of Financial Institutions from 1999 to 2000, after serving as the deputy commissioner from 1996 to 1999.

In addition, Mr. John Hanna has been appointed General Counsel for the Department of Corporations. Prior to this appointment, Mr. Hanna was a partner at Hanna and Scott since 2004, and an attorney at Horton Barbaro and Reilly from 1980 to 2004. He has also served on the Rancho Santiago Community College District Board of Trustees since 1998. Mr. Hanna received his juris doctor degree from Loyola Law School.

Mr. DuFauchard has been a supporter of the Business and Corporations Law Section, having spoken at a number of the programs presented by the Section, including the Securities Regulation Seminar held in October 2011. We thank Mr. DuFauchard for his support and contribution to the Section over the years and wish him the best in his future endeavors. We look forward to seeing Mr. DuFauchard at the Section's future events.

We extend our warm welcome to Ms. Owen and Mr. Hanna and look forward to meeting them in the near future.



Former Corporations Commissioner Preston DuFauchard, speaking at the 44th Annual Securities Regulation Seminar in October, 2011.

Pro Bono Opportunities

As we begin the new year, the Los Angeles County Bar Association has pro bono opportunities in need of volunteers, and we encourage your participation. These pro bono opportunities include 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

Benefits for Section Members

If you are a section member of the Business and Corporations Law Section, you can access material from some of our our past programs on LACBA's Web site.

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

SECTION OFFICERS
Chair
Harumi Hata

Vice Chair
Mara Morner - Ritt

Immediate Past-Chair
David Eisman

Treasurer

Steven Stokdyk

Secretary
Theresa Leets

Co-Program Chair
Natalie Maniaci

Co-Program Chair
Rajnish Puri

Marketing & Membership Chair
Kevin Finch

Section Administrator
Terrina Scott

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