JUNE 2019
dark blue triangle in newsletter heading
Business Law Section and FINRA Puts on Bi-Annual Securities Arbitration Program
SEC Regional Office Hosts Executive Committee
The 2019-2020 Officer Appointments
2018 In-House Counsel Compensation Report
LACBA Counsel for Justice
Register Now: 2019 Installation & Awards Dinner
Webinar Recording Available: The Annual California and Delaware Law Update
Save The Date: 52nd Annual Securities Regulation Seminar – October 25
Law Firm Memos
The Business Law Section Newsletter
is published by the LACBA Business Law Section

Andrew Clark
Latham & Watkins LLP

Alex Voxman
Latham & Watkin LLP

Executive Committee Officers:

Katherine Blair, Chair
June M. Baldwin, Vice Chair, Corporate Law Departments
Harumi Hata, Vice Chair, Membership
Roger Loomis, Vice Chair, Membership
Barry Burten, Vice Chair, Programs
James Coupe, Vice Chair, Treasurer and
Council of Sections Liaison
Mark Hiraide, Vice Chair, Events
Scott Lochner, Vice Chair, Events and Secretary

Barristers Liaison
Sarah Kelly-Kilgore
Department of Business Oversight Liaison
Teresa Leets
LACBA Liaison
Terrina Scott


Business Law Section and FINRA Puts on Bi-Annual Securities Arbitration Program

On April 30, the Business Section, along with the Financial Regulatory Authority (“FINRA”) put on a luncheon program at the Omni Hotel in Downtown Los Angeles. The program focused on recent developments in securities arbitration from the perspective all of the participants. Speakers included: Laura D. McNamire, District Director of FINRA; as well as Philip M. Aidikoff, Aidikoff, Uhl & Bakhtiari for the Claimants: Kendra Canape, Gordon & Rees for the Respondents; the Hon. Anita Rae Shapiro (Ret) as the arbitrator; and Kathy Adams, Kathy Adams Dispute Resolution Services as the mediator. Bob Rosen was chair of the panel.

Among other topics, the panel discussion focused on: New FINRA Rule Changes and Proposals; The Public Arbitrator Program; Arbitration Selection (How to Pick the Best Arbitrator); New Developments in Discovery Issues; Punitive Damages and Attorney’s Fees; The Best Winning Arguments; The Proactive Arbitrator; Making the Arbitrators' Job Easier; and Settlement Strategies. The discussion was lively, interactive and informative.

SEC Regional Office Hosts Executive Committee

On May 13, 2019, the Los Angeles Regional Office of the Securities and Exchange Commission hosted the Executive Committee of the Business Law Section and their guests for a review of regulatory and enforcement priorities and emerging topics.

Presenters included Michele Wein Layne, Regional Director, Bryan Bennett, Associate Regional Director (Examinations), John Berry, Associate Regional Director (Enforcement), and Alka Patel, Associate Regional Director (Enforcement). Topics discussed included the cyber security and the continuing review of ICOs and the SEC”s new FinHub. This meeting continues a longstanding tradition of an annual meeting between the Los Angeles Regional Office and LACBA.

The 2019-2020 Officer Appointments

The following have been elected to serve as officers of the Business Law Section for the 2019-2020 year:



Katherine Blair

1st Vice Chair

Mark Hiraide

2nd Vice Chair

June M. Baldwin


James Coupe


Julie Xanders

Program Chair

Barry Burten

Membership Chair

Raj Puri

Events Chair

Lois Jacobs

Please join us in congratulating our new officers who will serve the Section for the fiscal year beginning July 1, 2019 and ending on June 30, 2020.

2018 In-House Counsel Compensation Report

BakerGilmore, the New York based national legal recruitment firm, recently published its 2018 In-House Compensation Report. The BakerGilmore annual compensation report is a terrific national tool for in house lawyers looking to benchmark their compensation against that of their peers.

The compensation report is easily accessible through a Google search , or by going to the following web page:

LACBA Counsel For Justice

LACBA’s Counsel For Justice Past President Mark Garscia met with the Executive Committee of the Business Law Section last month to discuss increased involvement of Section members in the Counsel For Justice (CFJ).  The Business Law Section has long recognized the importance of collaboration with local pro bono organizations and CFJ provides opportunities for such involvement in the LACBA Pro Bono Projects, including fundraising activities that support those Projects.

CFJ is the charitable arm of LACBA, supporting four pro bono projects run by LACBA relating to domestic violence, veterans, immigration and people living with AIDS.  Last year, CFJ helped over 18,000 clients in LA County and provided over $3 million in legal services.

CFJ is looking to expand its outreach, but to do so it needs creative and dedicated individuals who will support the CFJ mission of providing critical legal services to those in LA who cannot afford them.  Members of LACBA’s Business Law Section can serve a critical role in this mission by seeking nomination to the CFJ Board or by identifying candidates from their law firms or companies.

If you are interested in becoming a CFJ Board member, nominating a colleague, or learning more about the many benefits of becoming a board member, please send an e-mail to the CFJ Nominating Committee Chair at

For more information about CFJ, please go to

Register Now: 2018 Installation & Awards Reception

LACBA is holding its 2019 Installation & Awards Dinner on Thursday, June 27, at the Millennium Biltmore Hotel in Downtown Los Angeles.  Reception begins at 6:00 pm with Dinner at 7:00 pm.  Join members for the 2019-2020 installation of LACBA Officers and Board of Trustees, including Ronald F. Brot as President, as well as other officers, and awards for Shattuck-Price Outstanding Lawyer .  Net proceeds from this event will go to support LACBA’s Domestic Violence Legal Services Project.

To register now, please click here.

Webinar Recording Available: The Annual California and Delaware Law Update

Replay our recent webinar reviewing recent California and Delaware corporate law changes.

The panelists are Michael Allen, Partner at Richards Layton & Finger, a top-tier ranked Delaware law firm, and Keith Bishop, Partner at Allen Matkins and former California Commissioner of Corporations.

To access a recording of this program, click here.

Recording is not eligible for MCLE credit.

Save The Date: 52nd Annual Securities Regulation Seminar – Friday, October 25

The 52nd Annual Securities Regulation Seminar which is sponsored by LACBA’s Business Law Section and the Securities and Exchange Commission, and co-sponsored by the California Department of Business Oversight and FINRA, will be held on Friday, October 25, 2019. Please save the date.

Law Firm Memos

Developments in California Law

Court: Internal Affairs Yields To Choice Of Law
Allen Matkins Leck Gamble Mallory & Natsis LLP

Employers Take Note: A Third California Court Invalidates Employee Non-Solicitation Agreement
Paul Hastings LLP

California’s DBO: New Leader, New Enforcement, New Bureau?
Manatt Phelps & Phillips LLP

California's New Commercial Financing Disclosures
Reed Smith LLP

U.S. District Court Reverses Bankruptcy Court Order That Disallowed Default Interest to Commercial Lender Under California Law
Duane Morris LLP

The Future of Independent Contractor Classification: As 9th Circuit and DLSE Expand Dynamex’s Reach, DOL and NLRB Find Gig Economy Workers Contractors Under Federal Law
Paul Hastings LLP

Han v. Hallberg (2019)
Horvitz & Levy LLP

Court Rules Internal Affairs Doctrine Bars California Insider Trading Claim
Allen Matkins Leck Gamble Mallory & Natsis LLP


Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of Controlled Board’s Adoption of a Forum-Selection Bylaw
Dechert LLP

Court Of Chancery Finds No Buyer Duty To Maximize Contingent Sale Consideration Owed To Seller
K&L Gates

Sweat the Small Stuff: Delaware Court of Chancery Faults Acquirer for Failing to Deliver Notice to Extend End Date
Dechert LLP

Court Concludes CUTSA Does Not Preempt Breach Of Fiduciary Duty Claim
Allen Matkins Leck Gamble Mallory & Natsis LLP

Supreme Court Reinforces Deal Price Minus Synergies as ‘Strong Indicator’ of Fair Value
Skadden. Arps, Slate, Meagher & Flom LLP

Chancery Court Dismisses Complaint, Finding That The Parties’ Forum Selection Clause Is Mandatory And Enforceable
K&L Gates LLP

Protecting Privileged Pre-Merger Communications Through Contractual Provisions
Pepper Hamilton LLP

Chancery Court Finds Merger Agreement’s “No Use” Provision Preserves Seller’s Privilege
Seyfarth Shaw LLP

The District Court in Tribune Circumscribes Merit and Maintains Section 546(e) Safe Harbor Protection for Shareholders in the Wake of a Failed LBO
Cadwalader, Wickersham & Taft LLP

SEC Proposes Amendments to M&A Related Financial Disclosures
K&L Gates LLP

Court of Chancery Rules That ‘Commercially Reasonable Efforts’ Obligation Does Not Imply a ‘Duty to Warn’
Skadden. Arps, Slate, Meagher & Flom LLP

Securities Laws

SEC Issues No-Action Letter, Permitting Offering And Selling Of “Tokens” Without Registration
Buckley LLP

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud
Latham & Watkins LLP

SEC Adopts Amendments To Modernize And Simplify Disclosure Requirements
Barnes & Thornburg LLP

Regulators Join in Event-Driven Securities Litigation
Harvard Law School Forum on Corporate Governance and Financial Regulation

FinCEN Issues Guidance on Application of Regulations to Certain Business Models Involving Convertible Virtual Currencies
Greenberg Traurig LLP

FINRA Proposes Substantive and Organizational Amendments to Corporate Financing Rule
Shearman & Sterling LLP


Proposed Amendments to DGCL and Delaware Alternative Entity Laws Would Permit Electronic Documentation, Notices and Signatures
Skadden Arps Slate Meagher & Flom LLP

Delaware Court Of Chancery Grants Books And Records Request Arising From Caremark Claims Related To Facebook User Privacy
Shearman & Sterling LLP




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