AUGUST 2017
    dark blue triangle in newsletter heading
    Free Webinar: Social Media and Corporate Disclosure
    Register Now: 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

    Theresa Leets
    Department of Business Oversight

    Peter M. Menard
    Sheppard Mullin

    Business and Corporations Executive Committee Officers:

    Katherine Blair, Co-Chair
    Peter M. Menard, Co-Chair
    Harumi Hata, Vice Chair, Membership
    Roger Loomis, Vice Chair, Membership
    Barry Burten, Vice Chair, Programs
    Theresa Leets, Vice Chair, Programs
    James Coupe, Treasurer and Council of Sections Liaison
    Mark Hiraide, Secretary


    Candice S. Choh
    Arash Khalili

    Corporate Law Departments Section Representative
    Lois M. Jacobs

    Barristers Liaison
    Jason R. Parnell


    Upcoming Events
    Free Webinar: Social Media and Corporate Disclosure -
    Regulation FD in Today's Digital World
    Co-sponsored by LACBA

    Next up in our free 2017 webinar series, "Social Media and Corporate Disclosure," will be held Wednesday, November 8, 2017.

    Whether you represent or work for a publicly traded company, regardless of your role, being knowledgeable about Regulation FD is critical in today’s era of social media.  In this webinar, you will gain:

    • Valuable insight into today’s communications practices at publicly traded companies
    • Practical advice on guiding companies with disclosure policies
    • Knowledge of how to do it right and stay compliant
    • Answer to the question, “To Engage or Not to Engage?”

    The program will start at noon and run for one hour, with corresponding MCLE credit.

    Panelists:  Stacy Feit, Senior Director, Investor Relations, of publicly traded The Cheesecake Factory Incorporated; and Evan Pondel, President of PondelWikinson Inc., an investor and strategic public relations advisory firm. 


    Register Now: 50th Annual Securities Regulation Seminar
    Early Bird Pricing

    The 50th Annual Securities Regulation Seminar which is sponsored by 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.

    The keynote speaker will be SEC Commissioner, Michael S. Piwowar. The program will feature preeminent regulators and thought leaders in federal and California securities law, including the Co-Directors of the SEC Division of Enforcement, Stephanie Avakian and Steven Peikin; Chief Counsel, SEC Division of Corporation Finance, David Fredrickson; Chief of the SEC Office of the Whistleblower, Jane Norberg; SEC Solicitor, Michael A. Conley; Deputy Director, SEC Office of Compliance Inspections and Examinations, Jane Jarco; SEC Los Angeles Regional Director, Michele Wein Layne; SEC Los Angeles Associate Regional Directors – Enforcement, John W. Berry and Alka Patel; SEC Los Angeles Associate Regional Director – Examinations, Bryan Bennett; and Chief of the Major Frauds Section, U.S. Attorney’s Office, Central District of California, George S. Cardona.

    Early bird registration ends October 3, 2017.

    For more information about the seminar and to register click here.

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

    The Executive Committee of the Business and Corporations Law 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

    Law Firm Memos

    Officers and the Business Judgment Rule
    Allen Matkins Leck Gamble Mallory & Natsis LLP

    Can Shareholders Sue CEOs for Corporate Social Activism?
    Allen Matkins Leck Gamble Mallory & Natsis LLP

    Another “Best Practices” May Not Be Best After All
    Allen Matkins Leck Gamble Mallory & Natsis LLP

    Materiality – “Shoulda, Coulda, Woulda?”
    Allen Matkins Leck Gamble Mallory & Natsis LLP

    It’s Back: NYSE Amends Proposal Allowing Listing Without IPO
    Morrison & Foerster LLP

    Major indices announce decisions to exclude companies with multi-class share structures
    Cooley LLP

    CII updates its best practices for proxy access
    Cooley LLP

    Corp Fin refuses to allow exclusion of new form of proxy access fix-it proposal
    Cooley LLP

    Conflict minerals benchmarking study analyzes filings for 2016—was there any progress?
    Cooley LLP

    Is the noose tightening around the shareholder proposal rules?
    Cooley LLP

    Contracting Away Fraud: Delaware Courts provide additional guidance regarding the enforceability of nonreliance clauses in extra contractual litigation
    Venable LLP

    The Best Explanation and Update on Puffery You Will Ever Read
    Venable LLP

    Summary of U.S. Department of Justice’s Guidance, “Evaluation of Corporate Compliance Programs”
    Squire Patton Boggs

    Heads Up Federal Contractors, Buy American Laws Are Going to Impact Supply Chains
    Squire Patton Boggs

    Don’t Just “Pass it Through” – Options for Handling Warranties Down the Supply Chain
    Squire Patton Boggs

    Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps
    Foley & Lardner LLP

    Recent Privilege Decision Raises Questions for Internal Investigations
    McGuireWoods LLP

    IPOs: Public Announcement of Confidential IPO Submissions
    O’Melveny & Myers LLP

    Are Initial Coin Offerings the Offer of Securities?
    O’Melveny & Myers LLP

    Audit Committee and Auditor Oversite Update
    Baker & McKenzie

    Avoiding Accidental Contracts By Email: A Tech-Centric Point of View
    Vinson & Elkins LLP

    Disrupting the Disrupters: Shareholder Activism @ Tech Companies, Part I
    Vinson & Elkins LLP

    Disrupting the Disrupters: Shareholder Activism @ Tech Companies – Part II
    Vinson & Elkins LLP

    Two District Court Cases Are Cautionary Tales About Protecting Attorney-Client Privilege and Work Product Immunity
    Vinson & Elkins LLP

    Recent Case Highlights Considerations for Working with Media Consultants During a Crisis
    Morgan, Lewis & Bockius LLP

    The New European Data Privacy Regime
    Morgan, Lewis & Bockius LLP

    Plan Early to Avoid Failing the Directors 75% Meeting Attendance Test
    Kilpatrick Townsend & Stockton, LLP

    What a Certificate of Good Standing Does and Does Not Tell You (update)
    Cogency Global Inc.



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