October 2017

OCTOBER 2017

	IN THIS ISSUE

Free Webinar: Social Media and Corporate Disclosure – Regulation FD in Today’s Digital World – Register Now		>
Save the Date: Corporate Law Departments Section Upcoming Roundtable Dinners		>
Save the Date: LACBA Barristers Upcoming Events		>
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 Scott Lochner Alex Voxman Corporate Law Departments Section Representative Lois M. Jacobs Barristers Liaison Sarah Kelly-Kilgore

	Free Webinar

Social Media and Corporate Disclosure - Regulation FD in Today's Digital World - Register Now Co-sponsored by LACBA Register now for this free 2017 Hot Topics webinar to be held Tuesday, December 5, 2017. READ MORE 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

	Save the Date

Corporate Law Departments Section Upcoming Roundtable Dinners Save the dates for the 2018 Corporate Law Roundtable Dinners on January 18, February 1, February 15 and March 1. The General Counsel Roundtable provides an opportunity for senior corporate counsel to discuss topics of importance to business lawyers. Topics include: Employment law update Technology, Privacy and Cybersecurity Ethics issues for in-house counsel Litigation and Supreme Court agenda Participation is limited to in-house lawyers who are senior counsel or equivalent corporate counsel of a corporation, municipality, or other business. For more information contact Linda D. Barker at lbarker@lacapm.com

	Save the Date

LACBA Barristers Upcoming Events Join the LACBA Barristers for a social event from *6-9pm on Thursday, November 16, 2017* *at Drago Centro* (525 S. Flower St., Los Angeles, CA 90071). Come enjoy the hosted bar and mix and mingle with other attorneys and professionals in Downtown Los Angeles. Non-LACBA members and non-attorneys are encouraged to attend. Entrance and parking with validation are free. Early arrival is suggested. We look forward to seeing you there!

	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@buchalter.com.

	Law Firm Memos

PwC’s 2017 Annual Corporate Directors Survey shows directors “clearly out of step” with institutional investors on social issues Cooley LLP CAMs are here! SEC approves new PCAOB standard to enhance auditor’s reports Cooley LLP SEC proposes amendments to modernize and simplify Reg S-K Cooley LLP 4 Ways to Screw Up a Vote Bradley Arant Boult Cummings LLP SEC Proposes to Modernize and Simplify Public Company Disclosures O’Melveny & Myers LLP Breaching the D&O Firewall: The Rise of Cybersecurity Regulations for Businesses and the Future Effects on D&O Insurance White and Williams LLP Leaving the Contractual Term “Voting Power” Undefined Could Be Risky Business Patterson Belknap Webb & Tyler LLP ISS Seeks Comment on Updated Policies Including Gender Pay Gap Stinson Leonard Street LLP California's "New Employee Leave Act" Will Impact Small Businesses Stinson Leonard Street LLP New California Law Bans Salary History Questions Stinson Leonard Street LLP Chancery Court Partially Grants Books and Records Request K&L Gates LLP FAQs about Regulation A+ Securities Offerings Bass, Berry & Sims California and Virtual Annual Meetings Allen Matkins Leck Gamble Mallory & Natsis LLP What Every Delaware Unicorn Needs To Know About The California General Corporation Law Allen Matkins Leck Gamble Mallory & Natsis LLP The Law and Economics of the “Special” Problem of Corporate Philanthropy ProfessorBainbridge.com An Unintended Space Can Render a Financing Statement Seriously Misleading – At Least in Wisconsin! Cogency Global Inc. Consider Whether the Promise of a Bird in the Hand is Better Than Two in the Bush Proskauer Rose LLP Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware Dechert LLP Practice Pointers on Choosing Standards: "Commercially Reasonable Efforts," "Best Efforts" and Similar Standards Morrison & Foerster California’s Countdown to Legal Cannabis: Facing Regulatory and Permitting Uncertainty Morrison & Foerster Non-GAAP Explained Morrison & Foerster Insured v. Insured Exclusion in Directors and Officers Policies Squire Patton Boggs Hamburger Hell for a Celebrity Chef: Another LLC Deadlock Takes its Toll Holland & Knight LLP Jesner v. Arab Bank, PLC — Supreme Court to Soon Consider Corporate Liability under the Alien Tort Statute Faruki Ireland Cox Rhinehart & Dusing PLL SAFEs: The (Not So) Simple Agreement for (Potential) Future Equity Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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