August 2017

AUGUST 2017

	IN THIS ISSUE
Free Webinar: Social Media and Corporate Disclosure		>
Register Now: 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: 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 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 hhata@seyfarth.com.

	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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