Business and Corporations Section Newsletter-April 2017

APRIL 2017

	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 32^nd Annual Outstanding Corporate Counsel Award		>
Save the Date: 50^th 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

	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 > We'll discuss developments in state and federal law regarding extortion, including: How extortion is legally defined under the Hobbs Act, and how it has been interpreted by courts. When demand letters, letters to opposing counsel, and other pre-litigation strategies may constitute extortion under the Hobbs Act. What anti-SLAPP laws and the Noerr-Pennington doctrine are and how you can use them to defend against an extortion claim. Leading state and federal case law interpreting anti-SLAPP laws and the litigation privilege. Potential criminal and other consequences of extortion, and when non-criminal alternatives to prosecution may be appropriate. How extortion claims can be raised to prevent patent-holders from exercising undue leverage over companies. How you can defend against claims of extortion, including the advantages of defending under the litigation privilege vs. anti-SLAPP laws, and the benefits of mediation and settlement conferences. What to do—and not do—if someone threatens you or your client with extortion. The program will start at 12:00 noon on Thursday, May 4, 2017, and run for 60 minutes with corresponding MCLE ethics credit. Panelists: Anthony Pacheco, Partner and Chairman of the Corporate Defense and Investigations Group, Jeffer Mangels Butler & Mitchell LLP; and Allen Chiu, CCO and Global Head of Litigation, Genesys Telecommunications Laboratories, Inc. Register Now

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 > Join the experts as they analyze recent CA and DE law changes and highlight differences and commonalities between the two on the following topics: Virtual shareholder meetings Board committees (composition, authority, meetings) Application of the business judgment rule to officers Shareholder reports and inspection Expectation damages (Siga Techs) Ratification of defective actions Dissenters’ rights The program will start at 12:00 noon on Wednesday, May 17, 2017, and run for 90 minutes with corresponding MCLE credit. Panelists: Michael Allen, Partner, Richards Layton & Finger; and Keith Bishop, Partner, Allen Matkins.

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 > This program will review the current status and trends in capital raising, such as crowdfunding, Reg A+ and private placements using general solicitation. It will also address SEC and California rule-making on capital raising initiatives. The program will start at 12:00 noon on Wednesday, June 21, 2017, and run for one hour with corresponding MCLE credit. Panelists: Mark Hiraide, Partner, Mitchell, Silberberg & Knupp LLP; and Katherine Blair, Partner, Manatt, Phelps & Phillips LLP.

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 > Linda spent more than a decade in private practice before becoming an in-house counsel in 2000 and currently serves as the Chief Legal Officer of Los Angeles Capital. Prior to joining Los Angeles Capital, Linda served as Deputy General Counsel of Trust Company of the West. Linda exemplifies excellence, not only within her role as General Counsel, but in her many years of service to the County Bar. Our featured speaker will be: Lloyd C. Blankfein, Chairman and CEO of Goldman Sachs. This event provides a unique opportunity for members of the legal community and outside counsel to mingle and honor an outstanding in-house lawyer while supporting the continuing legal education and other programs of the Corporate Law Departments Section and the Los Angeles County Bar Association. The event will start at 6:00 p.m. with a hosted reception offering wine, beer, soft drinks, and hors d'oeuvres. Dinner will be served at 7:15 p.m. Business attire is appropriate. Don't miss this opportunity to congratulate our honoree on her achievements and to network with other attendees. For additional details and a link to purchase tickets to the event click here.

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.

	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

	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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