SEPTEMBER 2017
    dark blue triangle in newsletter heading
    Register Now: 50th Annual Securities Regulation Seminar
    Executive Committee Appoints New Members
    State Bar to Implement Historic Reforms
    Save the Date: Corporate Law Departments Section
    LACBA Barristers Upcoming Events
    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
    Scott Lochner
    Alex Voxman

    Corporate Law Departments Section Representative
    Lois M. Jacobs

    Barristers Liaison
    Sarah Kelly-Kilgore


    Upcoming Events

    Register Now: 50th Annual Securities Regulation Seminar

    The 50th Annual Securities Regulation Seminar which is sponsored by LACBA’s Business and Corporations Law 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.

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

    Executive Committee Appoints New Members

    The Executive Committee of the Business and Corporations Law Section welcomes Scott Lochner and Alex Voxman as new members, and Sarah Kelly-Kilgore as liaison with the Barristers Section. Scott is a Counsel with Sheppard Mullin Richter & Hampton LLP, and Alex is a Partner at Latham & Watkins. Sarah is a Counsel with Greenberg Gross LLP.

    State Bar to Implement Historic Reforms

    On October 2, 2017, Gov. Jerry Brown signed SB 36 into law, the fee bill for the State Bar of California. In addition to setting the annual licensing fee for lawyers, SB 36 includes historic reforms for the public protection agency.

    Save the Date


    Save the Date: Corporate Law Departments Section Upcoming Roundtable Dinners

    Save the dates for the 2018 Corporate Roundtable Dinners on January 18, February 1, February 15 and March 1.

    The General Counsel Roundtable provides an opportunity for senior corporate counsel to discuss topics of importance to business lawyers.
    Topics include:

    • Employment law update
    • Technology, Privacy and Cybersecurity
    • Ethics issues for in-house counsel
    • Litigation and Supreme Court agenda

    Participation is limited to in-house lawyers who are senior counsel or equivalent corporate counsel of a corporation, municipality, or other business.

    For more information contact Linda D. Barker at

    LACBA Barristers Upcoming Events

    The LACBA Barristers Section will be hosting the following upcoming events:

    • Hot Topics in Immigration Law Every Lawyer Should Know: Recent changes in immigration policy have left many of our community members with questions and concerns that impact their very lives and well-being. This panel, comprised of a diverse set of individuals who are tackling some of the most complex immigration issues facing Los Angelenos today, will provide a free primer on these topics. Join us at 5:30 pm on Monday, October 23, 2017 at Nixon Peabody LLP (300 S Grand Ave #4100, Los Angeles, CA 90071) for a reception and wide-ranging discussion on topics including DACA, the potential pathways to citizenship, the meaning of “Sanctuary” to the City of Los Angeles, and the latest in ICE enforcement and removal defense.

    • Barristers Fall Social: Join the LACBA Barristers for a social event from 6-9pm on Thursday, November 16, 2017 at Drago Centro (525 S. Flower St., Los Angeles, CA 90071). Come enjoy the hosted bar and mix and mingle with other attorneys and professionals in Downtown Los Angeles. Non-LACBA members and non-attorneys are encouraged to attend. Entrance and parking with validation are free. Early arrival is suggested. We look forward to seeing you there!
    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

    Two Sides of the Coin: SEC Cautions Investors and Issuers in Initial Coin Offerings
    Fried Frank

    SEC Investigation Warns Digital Assets May Be Subject to Securities Laws
    Kramer Levin Naftalis & Frankel LLP

    China Halts ICOs
    Sheppard, Mullin, Richter & Hampton LLP

    Coining it in: ICOs as the New Fundraising Paradigm?
    Latham & Watkins

    There’s No Dressing This Up – Item 303(a)(1) Of Regulation S-K Is Unreasonable
    Allen Matkins Leck Gamble Mallory & Natsis LLP

    SEC Updates Guidance on Draft Registration Statements
    Kramer Levin Naftalis & Frankel LLP

    How Activist Investors Analyze and Target Boards of Directors
    Fredrickson & Byron PA

    Voluntary Audit Committee Disclosures on the Rise
    Fredrickson & Byron PA

    Heads Up for the 2018 Proxy Season: ISS Survey Results Signal Policy Changes
    Weil, Gotshal & Manges LLP

    NYC Comptroller Sets His Sights on Board Composition, Diversity and Refreshment: Announces Boardroom Accountability Project 2.0
    Weil, Gotshal & Manges LLP

    Stock Indices Take Action to Exclude Multi-Class Share Structures
    King & Spalding LLP

    GAO report on gold supply chain reveals little progress in responsible sourcing
    Cooley LLP

    EY study shows continued increase in voluntary audit committee disclosures among the Fortune 100
    Cooley LLP

    Controlling-Shareholder Related-Party Transactions Under Delaware Law – A Primer and Practical Guide
    O’Melveny & Myers LLP

    Understanding Dual Class Stock Part I: An Historical Perspective

    Laxity at the Gates: The SEC's Neglect to Enforce Control Person Liability
    Virginia Law & Business Review

    New UK Law Creates Liability For Gross Human Rights Abuses
    The FCPA Blog

    Making Sure Your "Choice-of-Law" Clause Chooses all of the Laws of the Chosen Jurisdiction
    Weil, Gotshal & Manges LLP

    Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say
    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Avoiding the Mindless Use of the Brainless MAC Clause
    Weil, Gotshal & Manges LLP

    Divided Second Circuit Broadens Personal Benefit Test for Insider Trading Liability
    Latham & Watkins LLP

    “It’s Complicated:" The Evolving Case Law on How Relationships Impact Insider Trading Liability

    When and How to “B” – Responsible B Corp Conversion
    Morrison & Foerster LLP

    SAFEs: The (Not So) Simple Agreement for (Potential) Future Equity
    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    No Longer Doing Business in a State? Don’t Forget to Withdraw!
    Cogency Global Inc.

    Outlet And Factory Class Actions Take A Hit: California Court of Appeal Confirms Companies Can Sell Made-For-Outlet Product At Outlet Or Factory Stores
    Sheppard, Mullin, Richter & Hampton LLP

    Understanding Business Interruption Insurance and Wide-Impact Catastrophes
    Pillsbury Winthrop Shaw Pittman LLP

    New Round of Draft Revisions to China’s Anti-Unfair Competition Law Brings Substantial Changes to Commercial Bribery Rules
    O’Melveny & Myers LLP

    China Further Revised Commercial Bribery Law in the Latest Draft Amendments to Anti-Unfair Competition Law
    Latham & Watkins



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