September 2017

SEPTEMBER 2017

	IN THIS ISSUE
Register Now: 50^th Annual Securities Regulation Seminar		>
Executive Committee Appoints New Members		>
State Bar to Implement Historic Reforms		>
Save the Date: Corporate Law Departments Section		>
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

	Upcoming Events

Register Now: 50th Annual Securities Regulation Seminar The 50th Annual Securities Regulation Seminar which is sponsored by LACBA’s Business and 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 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. For more information about the seminar and to register click here.

	Executive Committee Appoints New Members

The Executive Committee of the Business and Corporations Law Section welcomes Scott Lochner and Alex Voxman as new members, and Sarah Kelly-Kilgore as liaison with the Barristers Section. Scott is a Counsel with Sheppard Mullin Richter & Hampton LLP, and Alex is a Partner at Latham & Watkins. Sarah is a Counsel with Greenberg Gross LLP.

	State Bar to Implement Historic Reforms

On October 2, 2017, Gov. Jerry Brown signed SB 36 into law, the fee bill for the State Bar of California. In addition to setting the annual licensing fee for lawyers, SB 36 includes historic reforms for the public protection agency. READ MORE The reforms include: Separation of the voluntary Sections into a private non-profit entity. Transition to a Board of Trustees comprised entirely of trustees appointed by the State Bar's oversight bodies – the California Supreme Court, the Legislature and the Governor. The reconstituted board will consist of seven attorneys and six non-attorneys to be appointed for four year terms. The practice of allowing attorneys to elect some trustees will end. Appointment by the Supreme Court of a Chair and a Vice Chair for the Board of Trustees, instead of officers elected by the Board of Trustees The legislation maintains the basic annual licensing fee at $315 for practicing attorneys with active status, the amount the Legislature has set since 2000. Combined with additional fees, the total 2018 fee for active status lawyers will be $430, and $155 for attorneys with inactive status. All fees will be due Feb. 1, 2018.

	Save the Date

Save the Date: Corporate Law Departments Section Upcoming Roundtable Dinners Save the dates for the 2018 Corporate 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

	LACBA Barristers Upcoming Events

The LACBA Barristers Section will be hosting the following upcoming events: Hot Topics in Immigration Law Every Lawyer Should Know: Recent changes in immigration policy have left many of our community members with questions and concerns that impact their very lives and well-being. This panel, comprised of a diverse set of individuals who are tackling some of the most complex immigration issues facing Los Angelenos today, will provide a free primer on these topics. Join us at *5:30 pm on* *Monday, October 23, 2017 at Nixon Peabody LLP* (300 S Grand Ave #4100, Los Angeles, CA 90071) for a reception and wide-ranging discussion on topics including DACA, the potential pathways to citizenship, the meaning of “Sanctuary” to the City of Los Angeles, and the latest in ICE enforcement and removal defense. Barristers Fall Social: 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

Two Sides of the Coin: SEC Cautions Investors and Issuers in Initial Coin Offerings Fried Frank SEC Investigation Warns Digital Assets May Be Subject to Securities Laws Kramer Levin Naftalis & Frankel LLP China Halts ICOs Sheppard, Mullin, Richter & Hampton LLP Coining it in: ICOs as the New Fundraising Paradigm? Latham & Watkins There’s No Dressing This Up – Item 303(a)(1) Of Regulation S-K Is Unreasonable Allen Matkins Leck Gamble Mallory & Natsis LLP SEC Updates Guidance on Draft Registration Statements Kramer Levin Naftalis & Frankel LLP How Activist Investors Analyze and Target Boards of Directors Fredrickson & Byron PA Voluntary Audit Committee Disclosures on the Rise Fredrickson & Byron PA Heads Up for the 2018 Proxy Season: ISS Survey Results Signal Policy Changes Weil, Gotshal & Manges LLP NYC Comptroller Sets His Sights on Board Composition, Diversity and Refreshment: Announces Boardroom Accountability Project 2.0 Weil, Gotshal & Manges LLP Stock Indices Take Action to Exclude Multi-Class Share Structures King & Spalding LLP GAO report on gold supply chain reveals little progress in responsible sourcing Cooley LLP EY study shows continued increase in voluntary audit committee disclosures among the Fortune 100 Cooley LLP Controlling-Shareholder Related-Party Transactions Under Delaware Law – A Primer and Practical Guide O’Melveny & Myers LLP Understanding Dual Class Stock Part I: An Historical Perspective ProfessorBainbridge.com Laxity at the Gates: The SEC's Neglect to Enforce Control Person Liability Virginia Law & Business Review New UK Law Creates Liability For Gross Human Rights Abuses The FCPA Blog Making Sure Your "Choice-of-Law" Clause Chooses all of the Laws of the Chosen Jurisdiction Weil, Gotshal & Manges LLP Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Avoiding the Mindless Use of the Brainless MAC Clause Weil, Gotshal & Manges LLP Divided Second Circuit Broadens Personal Benefit Test for Insider Trading Liability Latham & Watkins LLP “It’s Complicated:" The Evolving Case Law on How Relationships Impact Insider Trading Liability Orrick When and How to “B” – Responsible B Corp Conversion Morrison & Foerster LLP SAFEs: The (Not So) Simple Agreement for (Potential) Future Equity Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. No Longer Doing Business in a State? Don’t Forget to Withdraw! Cogency Global Inc. Outlet And Factory Class Actions Take A Hit: California Court of Appeal Confirms Companies Can Sell Made-For-Outlet Product At Outlet Or Factory Stores Sheppard, Mullin, Richter & Hampton LLP Understanding Business Interruption Insurance and Wide-Impact Catastrophes Pillsbury Winthrop Shaw Pittman LLP New Round of Draft Revisions to China’s Anti-Unfair Competition Law Brings Substantial Changes to Commercial Bribery Rules O’Melveny & Myers LLP China Further Revised Commercial Bribery Law in the Latest Draft Amendments to Anti-Unfair Competition Law Latham & Watkins

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