June 2018

JUNE 2018

	IN THIS ISSUE
2018-2019 Officers Appointed		>
Save the Date: 51st Annual Securities Regulation Seminar		>
Register Now: 2018 Installation & Awards Reception		>
Save the Date: California Lawyers Association Annual Meeting		>
Enhance Your Practice: Join the Executive Committee of the Business and Corporations Section		>
Law Firm Memos		>

The Business & Corporations Section eNews is published by the Business & 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 Scott Lochner Alex Voxman Corporate Law Departments Section Representative Lois M. Jacobs Barristers Liaison Sarah Kelly-Kilgore

	2018-2019 Officers Appointed

The Board of Trustees of LACBA has announced the appointment of the following officers of the Business & Corporations Law Section for the 2018-2019 bar year: Katherine Blair, Chair Harumi Hata, Vice Chair, Membership Roger Loomis, Vice Chair, Membership Barry Burten, Vice Chair, Programs James Coupe, Treasurer and Council of Sections Liaison Mark Hiraide, Vice Chair, Events Scott Lochner, Vice Chair, Events and Secretary

	Save the Date

51st Annual Securities Regulation Seminar The 51st Annual Securities Regulation Seminar which is sponsored by LACBA’s Business & 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 19, 2018. Please join us to meet the new leadership of the SEC and hear about their priorities and recent developments in securities and corporate law. Panelists will include Stephanie Avakian and Steve Peikin, Co-Directors of the Division of Enforcement.

	Register Now
2018 Installation & Awards Reception LACBA is holding its 2018 Installation & Awards Reception on Wednesday, June 27, at the InterContinental Hotel in Downtown Los Angeles at 6:30 p.m. Join members for the 2018-2019 installation of LACBA Officers and Board of Trustees, including Brian S. Kabateck as President, as well as other offices, and awards for outstanding service in LACBA leadership, including John Hartigan, a current member and former Chair of the Business & Corporations Law Section, who will receive the Outstanding Trustee Award. Net proceeds from this event will go to support LACBA’s Legal Service Projects, Domestic Violence, Veterans, Immigration and AIDS. REGISTER NOW

	Save the Date

California Lawyers Association Annual Meeting The California Lawyers Association will hold its Annual Meeting at the Sheraton San Diego Hotel & Spa on Friday-Saturday, September 14-15, 2018. This event offers a networking and learning opportunity planned especially for California attorneys and legal professionals.

	Enhance Your Practice

Join the Executive Committee of the Business & Corporations Law Section The Executive Committee of the Business & 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@buchalter.com.

	Law Firm Memos

The Insincerity of Activists Touting Good Corporate Governance Authors advocate seven steps for effective board evaluations Will the call for mandatory audit firm rotation be renewed? Update on Proposed Changes to the CFIUS Review Process California Court of Appeal Enforces Delaware Forum Selection Clause Contained in Certificate of Incorporation Boards of Directors May Be Required to Disclose Reasons Behind a Director's Vote Abstention Cognitive Dissonance in the Common Law of Contracts: Oral Modifications to Written Agreements that Purport to Invalidate Oral Modifications Dodd-Frank Rollback Law Includes Increased Flexibility for Growth Companies and Venture Funds As proxy season ends, Equilar dives into pay-ratio data Dissolved LLC Revived Due to Inadequate Reserves for Claims Dell and Fair Value in Statutory Appraisal Actions Lessons From Panasonic FCPA, Accounting Fraud Settlement Controlling stockholder cannot advance its own self-interest at expense of minority stockholders Melissa Sawyer and Marc Treviño Record Podcast on Latest Trends in Shareholder Activism Not Just Mergers – FTC Highlights Commonly Missed HSR Reportable Transactions SEC Director William Hinman: “Current offers and sales of Ether are not securities transactions” Chancery Court Denies In Part Motion To Dismiss Breach Of Contract And Breach Of Fiduciary Duties Claims GT Insights for Public Companies 6.12.2018 Delaware Considers New Statutory Public Benefit Limited Liability Company Subsidiary Oversight – An Evolving Standard of Care for Directors?

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