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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
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Save the Date: Annual CA & DE Law Update
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Save the Date: Capital Formation and New SEC Rule Making
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Corporate Law Departments Section: Presenting 32nd Annual Outstanding Corporate Counsel Award
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Save the Date: 50th Annual Securities Regulation Seminar
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Enhance Your Practice
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Law Firm Memos
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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

 

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