September 2018

SEPTEMBER 2018

	IN THIS ISSUE
Gender Quotas in California Boardrooms: Assembly & Senate Approve SB-826; Governor Signature Awaited		>
California’s New Digital Privacy Law		>
Register Now: 51st Annual Securities Regulation Seminar		>
RSVP Now: LACBA Barristers End of Summer Social		>
Save the Date: Section Mixer		>
Executive Committee Appoints New Member		>
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: Andrew Clark Latham & Watkins LLP Andrew.Clark@lw.com Alex Voxman Latham & Watkin LLP Alex.Voxman@lw.com Business and Corporations Executive Committee Officers: Katherine Blair, Chair Harumi Hata, Vice Chair, Membership Roger Loomis, Vice Chair, Membership Barry Burten, Vice Chair, Programs Peter Menard, 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 Members: Candice S. Choh Arash Khalili Theresa Leets Corporate Law Departments Section Representative Lois M. Jacobs Barristers Liaison Sarah Kelly-Kilgore

	Gender Quotas in California Boardrooms

Assembly & Senate Approve SB-826; Governor Signature Awaited On September 10, 2018, California Senate Bill 826 was presented to Governor Brown for signature having been approved by the Assembly and Senate in late August. If signed by the Governor, the bill will require that, by the end of 2019, all California general corporations and all foreign publicly held corporations whose principal executive offices are located in California have a minimum of one female on their board of directors. Further, by the end of 2021, the bill would increase the minimum required number to two female directors if the corporation has five directors and three female directors if the corporation has six or more directors. Noncompliance would result in a fine of $100,000 in the first year of violation and $300,000 each year thereafter until corrected, with a separate $100,000 fine for failing to provide required information to the state. For further information on SB-826 (including current status), please click here.

	California’s New Digital Privacy Law

On June 28, 2018, the California Consumer Privacy Act of 2018 was signed into law by Governor Brown after passing the California legislature in near record time. The Act creates substantial new obligations on certain businesses that collect, process or disclose the data of California residents, including giving consumers the right to know what personal information a business has collected about them, the right to opt out of allowing a business to sell their personal information to third parties and the right to require the deletion of their personal information. From January 1, 2020, the Act’s restrictions will apply to for-profit businesses in California that collect the personal information of California residents and either (a) have annual gross revenues greater than $25 million, (b) buy, receive, sell or share the personal information of more than 50,000 consumers per annum, or (c) derive 50% or more of their annual review from the sale of personal information of consumers. For further information on the California Consumer Privacy Act of 2018, please click here and for the full text of the Act click here.

	*Register Now*

51st Annual Securities Regulation Seminar LACBA’s Business and Corporations Law Section and the SEC are sponsoring the 51st Annual Securities Regulation Seminar on Friday, October 19, 2018, at the Millennium Biltmore Hotel in Los Angeles. This year’s program promises to be timely and informative and should be of interest to a wide range of practitioners. This year’s seminar features a distinguished group of speakers including SEC Commissioner Robert Jackson; the co-directors of the SEC’s Division of Enforcement, Stephanie Avakian and Steve Peiken; the SEC’s Deputy Solicitor, John Avery; the head of the SEC’s Cyber Enforcement Unit, Rob Cohen; the head of the SEC’s Office of the Whistleblower, Jane Norberg; the Director of the SEC’s LA Regional Office, Michele Wein Layne; the head of the Major Fraud Unit of the U.S. Attorney’s Office for the Central District of California, Ranee Katzenstien; the co-heads of Enforcement for the SEC’s Los Angeles Regional Office, John Berry and Alka Patel; Amy Jane Longo, Regional Trial Counsel, SEC Los Angeles Regional Office; Simon Lorne, the Vice Chair of Millennium Capital; Professor Edward Rock from NYU Law School; Ian Campbell, Vice Chairman of Abernathy MacGregor; and many prominent law firm partners and other speakers. The early bird registration deadline is October 5, 2018. For more information about the seminar and to register click here.

	*RSVP Now*

LACBA Barristers End of Summer Social LACBA Barristers are hosting an End of Summer Social at the Montage Hotel from 6-9 pm on Thursday, September 27, 2018. Come enjoy the hosted bar and mix and mingle with other attorneys and professionals. Non-LACBA members who are attorneys and law students are encouraged to attend. For further details on the event and to RSVP please click here.

	Save the Date

Section Mixer Save the date for the Business and Corporations Law Section’s social event on the evening of Wednesday, October 10, 2018, to be held at a venue to be determined in Downtown Los Angeles. Further details to follow.

	Executive Committee Appoints New Member

The Executive Committee of the Business and Corporations Law Section welcomes Andrew Clark as a new member. Andrew is a senior Associate at Latham & Watkins LLP.

	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

Developments in California Law California Supreme Court Rejects Employer Argument that It Need Not Pay for De Minimis Amounts of Time Worked by Employees Wilson Sonsini Goodrich & Rosati PC How to Prepare for California’s Updated Prop 65 Regulations … 60-Second Overview Latham & Watkins LLP The California Consumer Privacy Act of 2018 Munger, Tolles & Olson LLP California Supreme Court Rules That Loans Not Subject To Usury Cap May Still Be Unconscionable Sheppard, Mullin, Richter & Hampton LLP Gender Diversity in Boardrooms Gains Momentum Latham & Watkins LLP M&A The Appraisal Landscape Harvard Law School Forum on Corporate Governance and Financial Regulation Avoiding a Dog’s Breakfast—Some Timely Reminders of How to Effectively Limit the Universe of Purported Representations upon which Fraud Claims Can be Made Weil, Gotshal & Manges LLP The MFW Framework and Extensive Preliminary Discussions Harvard Law School Forum on Corporate Governance and Financial Regulation Three-and-a-Half CFIUS Issues Needing Immediate Attention: Why Thinking "Big Whoop" Could Lead to Big Trouble Wilson Sonsini Goodrich & Rosati PC New Amendments to Delaware General Corporation Law Harvard Law School Forum on Corporate Governance and Financial Regulation Securities Laws SEC Amends Rule 701(e) and Issues Concept Release Regarding Rule 701 and Form S-8 Cooley LLP SEC Decreases Filing Fees for Fiscal Year 2019 Mayer Brown LLP SEC Expands Eligibility for Smaller Reporting Company Status Cooley LLP The Latham FPI Guide: Accessing the US Capital Markets from Outside the United States Latham & Watkins LLP General What To Do When… You’re Preparing Your Company for a Cyberattack (Podcast) Jones Day LLP IRS Issues Guidance on Code Section 162(m) Including Grandfathered Arrangements and Covered Employees Wilson Sonsini Goodrich & Rosati PC On point. – Contractual Standards: Distinctions without a Difference? Mayer Brown LLP Companies With No-Poaching Agreements Must Consider Whether They Are Worth the Risk Lewis Brisbois Bisgaard & Smith LLP Wage and Hour Cases: NLRA Dos and Don’ts (Video) Morgan, Lewis & Bockius LLP

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