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    JANUARY 2018
     
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    IN THIS ISSUE
     
    Free Ethics Webinar: Proposed Changes to the Professional Conduct Rules for Transactional Attorneys – Register Now
    >
    Save the Date: Cannabis Law Webinar
    >
    Save the Date: Networking Events
    >
    Save the Date: Corporate Law Departments Section Upcoming Roundtable Dinners
    >
    Save the Date: CLA Business Law Section Webinar - Business Regulation
    >
    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:

    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

     

    Members:
    Candice S. Choh
    Arash Khalili
    Scott Lochner
    Alex Voxman

    Corporate Law Departments Section Representative
    Lois M. Jacobs

    Barristers Liaison
    Sarah Kelly-Kilgore

     

     
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    Free Webinar
     
    Free Ethics Webinar: Proposed Changes to the Professional Conduct Rules for Transactional Attorneys - Register Now
    Co-sponsored by LACBA

    Register now for this free 2018 Hot Topics webinar to be held Monday, January 29, 2018. This program will discuss what transactional attorneys should know about the proposed changes to the California Rules of Professional Conduct.

    READ MORE
     
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    Save the Date

     

    Save the Date: Cannabis Law:  Free Webinar

    On March 21, 2018, the Business and Corporations Law Section will host a one hour webinar on the fundamentals of California cannabis law featuring attorneys from Snell & Wilmer, L.L.P. and CPAs from PDM, LLP. This program will provide an overview of the regulatory environment governing commercial cannabis operations in California, the implications of the conflict between federal and state law on the cannabis industry and the legal challenges that arise from that conflict, and unique tax issues that require careful structuring of cannabis businesses.


    Save the Date: Networking Events

    Business and Corporations Law Section Mixer – Feb. 8

    Please join fellow business and corporate attorneys for an informal get acquainted mixer on the Westside at the Butcher’s Dog, on Thursday, February 8, 2018, at 6:00 pm. This mixer is co-sponsored by the Corporate Law Departments. Welcome the new year by getting to know local private lawyers, government lawyers and LLM and JD law students. A no-host bar and light hors d’oeuvres will be provided.

    Date: Thursday, February 8, 2018
    Time: 6:00 pm – 8:00 pm
    Location: Butcher’s Dog,
    The Olympic Collection, 11301 W. Olympic Blvd., Los Angeles, CA 90064

    CLA International Law Section and JABA Joint Mixer - Jan. 24

    In collaboration with the California Lawyers Association International Law Section (formerly, The State Bar of California International Law Section) and the Japanese American Bar Association (JABA), we are holding a joint mixer – a forum at which our members and the other bar organizations’ members can meet and network.

    The joint mixer will be attended by lawyers in different practice areas, and the attendees will include government lawyers, non-profit lawyers, in-house lawyers, private law firm lawyers, and LLM and JD law students. All are welcome!

    Please join us for this fun gathering.

    Date: Wednesday, January 24, 2018
    Time: 6:00 pm – 8:00 pm
    Location: Pez Cantina, 401 South Grand Avenue, downtown Los Angeles
    Note: Non-hosted event; Pez Cantina will offer happy hour pricing to all attendees


    Save the Date: Corporate Law Departments Section Upcoming Roundtable Dinners

    Save the dates for the 2018 Corporate Law Roundtable Dinners.

    The General Counsel Roundtable provides an opportunity for senior corporate counsel to discuss topics of importance to business lawyers. READ MORE


    Save the Date: CLA Business Law Section Webinar – Dancing Through the Mine Field of Business Regulation

    On Tuesday, January 30, 2018 from noon to 1:00 pm, the California Lawyers Association Business Law Section will be hosting a webinar discussing the impact of business regulation upon a variety of everyday transactions that may carry various disclosure, registration and licensing requirements and that may entail significant liability for noncompliance. The discussion will address scenarios such as when does a crowdfunding deal become a “Security," when does a license agreement become a “Franchise," when does a finder become a “Broker-Dealer,” when does a business consultant become an "Investment Adviser," when does a marketing consultant become a “Seller Assisted Marketing Plan” promoter, and what is the nature and scope of liability to a client or advisor for noncompliance. 

    For further information and registration, click here.

     
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    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 hhata@buchalter.com.

     
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    Law Firm Memos
     

    Is Backdating Ever Okay?
    Fredrikson & Byron P.A.

    A New Era for FCPA Enforcement Against Corporations?
    Fredrikson & Byron P.A.

    The Task Force on Climate-related Financial Disclosures (TCFD) Seeks to Revamp Climate Change Disclosures Worldwide
    Vinson & Elkins LLP

    Developments in Governance and Disclosure
    Vinson & Elkins LLP

    SEC’s New Cyber Unit Brings First Enforcement Action in Connection with an Initial Coin Offering
    Blank Rome LLP

    DOJ's New FCPA Enforcement Policy Continues its "Carrot-and-Stick" Approach
    Jones Day

    Guidance on Tax Act's Form 10-K Accounting Implications
    Jones Day

    10 Consensuses on CEO Pay Ratio Planning
    Harvard Law School Forum on Corporate Governance and Financial Regulation

    Matters to Consider for the 2018 Annual Meeting
    Skadden, Arps, Slate, Meagher & Flom LLP

    Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now
    Skadden, Arps, Slate, Meagher & Flom LLP

    Looking for a Silver Lining in the 162(m) Tax Act Changes
    Winston & Strawn LLP

    GDPR: Why U.S. Brands and Agencies Should Pay Attention to It (but Not Freak Out)
    Winston & Strawn LLP

    DOJ’s FCPA Corporate Enforcement Policy
    Winston & Strawn LLP

    Tax Reform Act – Impact on Taxpayers with International Operations
    Baker Botts L.L.P.

    Tax Reform Act - Impact on Highly Leveraged Companies
    Baker Botts L.L.P.

    New Year Brings Flurry of Regulatory Statements and Warnings Directed at Cryptocurrencies and ICOs
    GoodwinProcter LLP

    Initial Tax Disclosures Regarding 162(m) in Proxy Statements
    Stinson Leonard Street

    A Lesson from Norms: California Retailers Must Honor Cash Redemption Requests for Gift Cards with Balances of Less Than $10
    Drinker Biddle & Reath LLP

    Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans
    Sheppard, Mullin, Richter & Hampton LLP

    Knee Deep in the Big Muddy of Director Compensation and Stockholder Ratification
    Holland & Knight LLP

    DOJ Memo Clouds Marijuana Industry's Future
    Holland & Knight LLP

    A New Year’s Resolution for Deal Professionals: Make Sure Your Written Deal Documents Say (And Will Be Interpreted to Mean) What You Meant
    Weil, Gotshal & Manges LLP

    Heads Up for the 2018 10-K and Proxy Season: Spotlight on Corporate Sustainability
    Weil, Gotshal & Manges LLP

    California Implements Stricter Auto-Renewal Law for 2018
    O’Melveny & Myers LLP

    ISO 37001: Testing the Ability to Implement a Global Anti-Bribery Standard
    Baker & Hostetler LLP

    Continued Discussion on the Treatment of Companies with Multi-Class Shares by Major Index Providers
    Morrison & Foerster LLP

    "A to Z" of What California Employers Need to Know for 2018
    Baker & Hostetler LLP

    Boards Beware: Delaware Supreme Court Limits Application of Deferential Standard for Reviewing Director Equity Awards
    Skadden, Arps, Slate, Meagher & Flom LLP

    NACD Public Company Governance Survey examines key trends and board priorities
    Cooley

    The Perils of Failing to Define “Voting Power” in a Change of Control Clause
    Weil, Gotshal & Manges LLP

     

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