March 2017

MARCH 2017

	IN THIS ISSUE
Free Webinar: BD/IA Boot Camp—Register Now		>
Save the Date: 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 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

	Free Webinar

Free Webinar: BD/IA Boot Camp: Personal Training from Professionals in the Trenches — Register Now
Co-sponsored by LACBA. Register now for the third of the *free* 2017 “Hot Topics” webinar series to be held on April 20, 2017. READ MORE > This webinar is intended to be an introduction to the practical aspects of being a SEC-registered investment adviser and/or a FINRA broker-dealer. The presenters will discuss basic requirements and the practicalities of being supervised by the SEC and/or FINRA. The Broker Dealer segment will include suitability, advertising, sales activity, outside business activity/personal securities transactions and the CMA process. The Investment Advisor segment will include code of ethics, advertising, custody, Form ADV and policies. The program will start at 12:00 noon on Thursday, April 20, 2017, and run for 90 minutes with corresponding MCLE credit. Panelists: Michael J. Quinn, Partner, K&L Gates; Paul Douglas, Senior Compliance Officer, Crescent Capital Group; Natalie Maniaci, Counsel, Los Angeles Capital Management; and David Mathews, General Counsel, Altegris. Register Now

	Save the Date

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

Delaware Supreme Court Strictly Construes Limited Partnership Agreement in Reviewing a Related Party Transaction Sullivan & Cromwell LLP The Biggest Issue in Proxy Drafting for 2017 Has Been... Winston & Strawn LLP “Ostrich” Theory Enforces Ill-Defined Duty to Investigate Clients’ Conduct Harvard Law School Forum on Corporate Governance and Financial Regulation SEC Conflict Minerals Rule Faces New Scrutiny Ahead of May Filing Deadline Beveridge & Diamond PC How Directors Can Use Sustainability to Drive Value Latham & Watkins LLP Blockchain technology can provide lawyers with an authentic, secure ledger ABA Journal Corporate Social Responsibility Statements - Recent Litigation and Avoiding Pitfalls Gibson, Dunn & Crutcher LLP M&A Report - Initial Lessons from the Anthem-Cigna M&A Lawsuit Gibson, Dunn & Crutcher LLP Oxford comma issue benefits drivers in overtime case ABA Journal Is It Time for You to Implement a Virtual Annual Meeting? O’Melveny & Myers LLP Newly Released Delaware Corporate Law Amendments Would Permit Blockchain Shares Cooley LLP 2017 Annual Meeting Handbook Latham & Watkins LLP and RR Donnelley 2017 Proposed Amendments to the General Corporation Law of the State of Delaware Richards, Layton & Finger, PA Another theory on Corp Fin’s position on proxy access fix-it proposals Cooley LLP How Do We Report a Discretionary Bonus? Winston & Strawn LLP Corporate and Securities Alert: New SEC Rule Calls for Hyperlinks to All Exhibits Filed with Registration Statements and SEC Reports Fenwick & West LLP Exhibits just one click away! Cooley LLP Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements Skadden, Arps, Slate, Meagher & Flom LLP

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