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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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