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    APRIL 2017
     
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    IN THIS ISSUE
     
    Free Webinar: When Pre-Litigation Tactics Cross the Line into Extortion —Register Now
    >
    Save the Date: Annual CA & DE Law Update
    >
    Save the Date: Capital Formation and New SEC Rule Making
    >
    Corporate Law Departments Section: Presenting 32nd Annual Outstanding Corporate Counsel Award
    >
    Save the Date: 50th Annual Securities Regulation Seminar
    >
    Enhance Your Practice
    >
    Law Firm Memos
    >
     
    The Business and Corporations Law Section eNews
    is published by the Business and Corporations Law Section

    Editors:
    Theresa Leets
    Department of Business Oversight
    Theresa.Leets@dbo.ca.gov

    Peter M. Menard
    Sheppard Mullin PMenard@sheppardmullin.com


    Business and Corporations Executive Committee Officers:

    Barry Burten, Chair
    James Coupe, Vice Chair/Treasurer
    Candice Choh, Chair Marketing and Membership
    Theresa Leets,  Co-Chair Programming
    Peter M. Menard, Co-Chair Programming
    Katherine Blair,  Secretary

    Members:
    Kevin L. Finch
    Arash Khalili

    Corporate Law Departments Section Representative
    Lois M. Jacobs

    Barristers Liaison
    Jason R. Parnell

    Department of Business Oversight Liaison
    Theresa Leets

     

     
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    Upcoming Events
    Free Webinar: When Pre-Litigation Tactics Cross the Line into
    Extortion — Register Now
    Co-sponsored by LACBA

    Register now for the free 2017 “Hot Topics” webinar to be held on Thursday, May 4, 2017.  In this webinar, you’ll learn how the law defines and punishes extortion in pre-litigation. You’ll learn what you can do to avoid having your demand letter, letter to opposing counsel, or other pre-litigation strategies construed as extortion. You’ll also receive step-by-step guidance on how to respond if you or your client becomes a victim of extortion. READ MORE >

    Save the Date: Annual CA & DE Law Update (f/k/a Glendon Tremaine Legal Symposium)

    Co-sponsored by LACBA.

    Save the Date for a free 2017 “Hot Topics” webinar to be held on Wednesday, May 17, 2017. READ MORE >


    Save the Date: Capital Formation and New SEC Rule Making
    Co-sponsored by LACBA

    Save the Date for a free 2017 “Hot Topics” webinar to be held on June 21, 2017. READ MORE >

    Corporate Law Departments Section: Presenting 32nd Annual Outstanding Corporate Counsel Award

    Please join the Corporate Law Departments Section on Wednesday, May 31, 2017, at the InterContinental Hotel in Century City when the Section will present its 32nd Annual Outstanding Corporate Counsel Award to Linda D. Barker, General Counsel of Los Angeles Capital. READ MORE >

    Save the Date: 50th Annual Securities Regulation Seminar

    The 50th Annual Securities Regulation Seminar which is sponsored by the LACBA’s Business and Corporations Section and the Securities and Exchange Commission, and co-sponsored by the California Department of Business Oversight and FINRA, will be held at the Millennium Biltmore Hotel in Los Angeles on Friday, October 20, 2017. Please join us to meet the new leadership of the SEC and hear about their priorities and recent developments in securities and corporate law.

     
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    Enhance Your Practice
     
    Join the Executive Committee of the Business and Corporations Section

    The Executive Committee of the Business and Corporations Section is seeking new members.  Membership on the Executive Committee is a terrific forum to network with your fellow corporate law practitioners across the city. Membership on the committee affords unique opportunities to participate in the creation of law in your practice area, to get to know and be known by other practitioners, to work with the recognized leaders in your field, and to stay on the cutting edge of developments and practice techniques. For further information on the Section click here.

    If you are interested, please contact cchoh@gibsondunn.com

     
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    Law Firm Memos
     

    A Trio of FINRA Notices Focused on Capital Formation Issues
    Morrison & Foerster LLP

    California and the “Entitled To Vote” Standard

    Allen Matkins Leck Gamble Mallory & Natsis LLP

    SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO
    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Perspectives on M&A and Corporate Governance
    Sidley Austin LLP

    The Supreme Court Considers Whether Companies Can Be on the Hook for Human Rights Violations Under the Alien Tort Statute
    Ropes & Gray LLP

    SEC Issues Updated Statement on Conflict Minerals Rule
    Ropes & Gray LLP

    Star Athletica vs. Varsity Brands:  Supreme Court Rules on Copyrightability of Apparel Design
    Ropes & Gray LLP

    Yoda was Wrong, at Least with Respect to Contracts—“I’ll Give it a Try” Evidences an Affirmative Commitment After All
    Weil Gotshal & Manges LLP

    For Want of a Comma, the Case was Lost
    Weil Gotshal & Manges LLP

    Contracting Accidentally through Preliminary Agreements—A Writing “Subject To Contract” May or May Not be a Contract
    Weil Gotshal & Manges LLP

    Retailers Confront a New Threat:  Shipping and Handling Class Actions
    Venable LLP

    Follow-Up on Litigation Over Non-Employee Director Stock Awards
    Winston & Strawn LLP

    SEC Staff Issues New Guidance on Conflict Minerals Rule for 2017 Filings
    Bryan Cave LLP

    California’s New Prop. 65 Warning Regulations Put Primary Burden for Providing Warning on Manufacturers
    Bryan Cave LLP

    New York City Pension Funds to Adopt Policy Against Virtual-Only Shareholder Meetings
    O’Melveny & Myers LLP

    Delaware Supreme Court Affirms Ruling Allowing Termination of Merger Based on Failure to Deliver a Required Tax Opinion
    Sidley Austin LLP

    Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits
    Stinson Leonard Street LLP

    Stockholder Vote Fails Corwin Test
    Stinson Leonard Street LLP

    Does a Company Waive the Attorney-Client Privilege When it Forwards Emails to Other Company Employees, Employees of a Subsidiary, or Former Employees?
    Hyatt & Weber

    Chancery Court Rejects Stockholder’s Demand for Books and Records
    K&L Gates

    A Fully Informed and Disinterested Stockholder Vote Cleanses Transactions Tainted by Board Conflicts
    American Bar Association

    Delaware Courts Reinforce That Shielding against Fraud Claims Based on Extra-Contractual Statements and Omissions Requires Precise Drafting—But No Magic Words
    American Bar Association

    Deadlock-Breaking Mechanisms in LLCs—Flipping a Coin Is Not Good Enough, but Is Better Than Dissolution
    American Bar Association

    Voting Rights Gone in a Snap – Unequal Shareholder Voting Rights Back in the Spotlight
    Weil Gotshal & Manges LLP

    Wal-Mart may not omit shareholder proposal seeking director with environmental expertise
    Jim Hamilton’s World of Securities Regulation

     

    Readers are advised that changes in the law may affect the accuracy of this publication or the functionality of links after the publication date.
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