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californiacorporate&securities 5/20/2015
Assembly Committee Seeks To Fix Securities Fraud Statute

Readers of this blog will know be familiar with my criticism of the 2013 amendment of California’s basic securities fraud statute, Corporations Code Section 25401.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t We?”, Die Verwandlung: How The Legislature Likely Raised The Bar On Securities Fraud Actions, When California

The post Assembly Committee Seeks To Fix Securities Fraud Statute appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/19/2015
DBO Defeats Preliminary Injunction Files Suit Against Prorater

Last month, I wrote about Judge Lucy Koh’s decision not to preliminarily enjoin the Department of Business Oversight’s investigation of Nationwide Biweekly Administration, Inc. for unlicensed activity under California’s Check Sellers, Bill Payers and Proraters Law.  Cal. Fin. Code § 12000 et seq.   Judge Koh concluded that the law’s requirement that licensees be California corporations did not violate the Commerce

The post DBO Defeats Preliminary Injunction Files Suit Against Prorater appeared first on CALIFORNIA.

 
diversity&community 5/18/2015
Allen Matkins Welcomes Ralph Allen as its New COO

Allen Matkins is pleased to announce the hiring of its new Chief Operating Officer Ralph Allen.  Based out of the Orange County office, Ralph started his new position on May 4. He succeeds Michael Palmer who will be retiring this year after 10 years of service with the firm. Prior to arriving at Allen Matkins,

The post Allen Matkins Welcomes Ralph Allen as its New COO appeared first on DIVERSITY & COMMUNITY.

 
Social Media & Employment Law Blog for California Employers 5/18/2015
Virginia Joins Nationwide Trend Limiting Employers’ Access To Employees’ Social Media Accounts

Effective July 1, 2015, employers in Virginia will have to comply with a new law limiting their access to employees’ and applicants’ social media accounts. The new law prohibits employers from requiring employees or applicants (1) to disclose usernames and passwords for their personal social media accounts and (2) to add the employer or fellow

The post Virginia Joins Nationwide Trend Limiting Employers’ Access To Employees’ Social Media Accounts appeared first on SOCIAL MEDIA & EMPLOYMENT LAW.

 
californiacorporate&securities 5/18/2015
Shares “Of” Or “In” The Corporation?

A colleague recently asked: “Which is correct – shares in the corporation or shares of the corporation?”  There are two approaches to answering the question – prescriptive and descriptive. I couldn’t find any authoritative prescriptive answer.  It seems to me that the question turns on the meaning of the prepositions “in” and “of”. The preposition

The post Shares “Of” Or “In” The Corporation? appeared first on CALIFORNIA.

 
californiacorporate&securities 5/15/2015
SEC Is Sued Again For Doing Nothing

Yesterday, Broc Romanek wrote about a lawsuit filed earlier this week against the Securities and Exchange Commission due to its failure to respond to a petition asking the Commission to adopt political spending disclosure requirements. But must the Commission act on the petitions that are submitted to it?  Rule 192 of the Commission’s Rules of

The post SEC Is Sued Again For Doing Nothing appeared first on CALIFORNIA.

 
californiacorporate&securities 5/14/2015
SB 75 May Prove To Be Delaware’s Seven Sisters

A century ago, New Jersey was the state in which to incorporate.  Long before former Iraqi President popularized the expression “Mother of Battles” (“Um El-Ma’arek“), the famed legal scholar Adolph A. Berle, Jr. bestowed the title of “mother of all corporations” on the State of New Jersey.  Berle, Historical Inheritance of American Corporations, Lecture given before The

The post SB 75 May Prove To Be Delaware’s Seven Sisters appeared first on CALIFORNIA.

 
californiacorporate&securities 5/13/2015
CAFA Filings Spike in 2013

  On February 18 2005, Congress enacted the Class Action Fairness Act (CAFA), P.L. No. 109-2 (28 U.S.C. §§ 1332(d), 1453, and 1711 – 1715). In enacting the CAFA, Congress sought to protect consumers and investors from settlements in which plaintiffs’ attorneys received significant fees but class members received little or even less. In one (in)famous case, for example, an […]

The post CAFA Filings Spike in 2013 appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 5/12/2015
Here’s One Way To Recover Attorneys’ Fees Without Adopting A Fee Shifting Bylaw

With the ongoing hullabaloo concerning the legislative demise of fee shifting bylaw provisions under Delaware law, little attention has been paid to California law.  More importantly, no one seems to have noticed that California law already provides a mechanism for the collection of attorneys’ fees and other costs by the prevailing corporation or defendant in a derivative suit even in the absence of […]

The post Here’s One Way To Recover Attorneys’ Fees Without Adopting A Fee Shifting Bylaw appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 5/11/2015
Is Posting Obscenities Aimed At Supervisor On Facebook A Terminable Offense?

Maybe not, according to a recently published NLRB decision. In Pier Sixty LLC, a majority of a three-member NLRB panel affirmed an ALJ’s decision that the employer violated Section 8(a)(1) and (3) of the National Labor Relations Act by firing an employee for an obscenity-laced vitriolic Facebook post towards a supervisor on the grounds that

The post Is Posting Obscenities Aimed At Supervisor On Facebook A Terminable Offense? appeared first on SOCIAL MEDIA & EMPLOYMENT LAW.

 
californiacorporate&securities 5/11/2015
It’s Time To Put A Stop To Fee-Shifting (But Not In the Way You Might Think)

The problem with “fee-shifting bylaws” starts with the name.  A better name might be “anti fee-shifting bylaws” because they end the fee shifting that otherwise applies.  Without fee-shifting bylaws, plaintiffs’ attorneys are encouraged to bet with the stockholders’ money.  This is, of course, unfair to the stockholders.  Society also suffers because the current fee-shifting regime encourages skewed decision making on […]

The post It’s Time To Put A Stop To Fee-Shifting (But Not In the Way You Might Think) appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 5/8/2015
When A Corporation May Not Be A Corporation At All

The California General Corporation Law separately defines “corporation” and “domestic corporation”.   The definition of “domestic corporation” is straightforward, the definition of “corporation” is not.  In most cases, a corporation will also be a domestic corporation, but in some cases a “corporation” may not even be a corporation at all! A “domestic corporation” is simply a corporation formed under the laws of the State of California.  Cal. Corp. Code […]

The post When A Corporation May Not Be A Corporation At All appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 5/7/2015
Form 10-Q Koans (公案)

Many companies have filed or are about to file their Form 10-Qs for their first quarter.  Thus, it seems an opportune time to present the following koans: Part IV, Item 15 of Form 10-K instructs the registrant to “List the following documents filed as a part of the report . . . Those exhibits required by Item 601 . . […]

The post Form 10-Q Koans (公案) appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 5/6/2015
Employer Can Proceed With Breach Of Noncompete And Trade Secrets Claims Against Former Employee Who Refused To Relinquish Control Of LinkedIn Group

Recently, an Illinois federal district court denied in part an employee’s motion to dismiss various claims asserted by his former employer, allowing the employer to proceed with its claims for breach of a non-compete agreement, violation of the Illinois Trade Secrets Act, and common law misappropriation based in part on the employee’s refusal to relinquish control over a LinkedIn group […]

The post Employer Can Proceed With Breach Of Noncompete And Trade Secrets Claims Against Former Employee Who Refused To Relinquish Control Of LinkedIn Group appeared first on Social Media and Employment Law.

 
californiacorporate&securities 5/6/2015
Will Delaware’s Fee-Shifting Bylaw Bill Be A Boon To Other States?

Late last week, Senate Bill 75 was introduced in Delaware.  This bill is in part a reaction to the Delaware Supreme Court’s holding in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) upholding as facially valid a bylaw imposing liability for certain legal fees of the nonstock corporation on certain members who participated in the litigation.  The […]

The post Will Delaware’s Fee-Shifting Bylaw Bill Be A Boon To Other States? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 5/5/2015
Court Sorts Out California RULLCA Transition Muddle

Yesterday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary dissolution with prejudice vitiates any right to buy out the shareholder seeking dissolution.  The plaintiff, however, also dismissed involuntary dissolution causes of […]

The post Court Sorts Out California RULLCA Transition Muddle appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 5/4/2015
Dismissal Of Involuntary Dissolution Action Pulls The Plug On Corporate Buy Out

Sometimes, shareholders are divided on whether a corporation should live or die.  In these cases, the California Corporations Code provides an option that allows for the continued existence of a corporation.  In any action for involuntary dissolution, or in any proceeding for voluntary dissolution initiated by the vote of shareholders representing only 50% of the voting power, the corporation or, if […]

The post Dismissal Of Involuntary Dissolution Action Pulls The Plug On Corporate Buy Out appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/30/2015
There Two Ways To Create An Obligation And Six Ways To Extinguish It

California defines an “obligation” as “a legal duty, by which a person is bound to do or not to do a certain thing.”  Cal. Civ. Code § 1427.  An obligation is created in one of two ways: by contract or by operation of law.  Cal. Civ. Code § 1428.  The Civil Code, however, provides six different means to extinguish an obligation: Performance […]

The post There Two Ways To Create An Obligation And Six Ways To Extinguish It appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/29/2015
Bill Would Clarify When Limited Partnership Life Begins

When does life begin for a California limited partnership?  The California Uniform Limited Partnership Act of 2008 seems to provide inconsistent answers.  The first is found in Corporations Code Section 15902.01(a). In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State and, either before […]

The post Bill Would Clarify When Limited Partnership Life Begins appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/28/2015
California/Delaware Corporate Law Update

If you find yourself in Los Angeles on Thursday, consider attending the Los Angeles County Bar Association’s 2015 California and Delaware Law Update Symposium & Marvin Greene Award Presentation.  Supreme Court Justice Karen Valihura “will share some of her insights from ‘the other side of the bench,’ having recently been appointed to the Delaware Supreme Court after spending twenty-five years as […]

The post California/Delaware Corporate Law Update appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/27/2015
What Exactly Does The SEC Mean By “Permit”?

The Securities and Exchange Commission has proposed rule amendments to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L.  No. 111-203, 124 Stat. 1900 (July 21, 2010).  Among other things, the SEC is proposing to add a new paragraph (i) to Item 407 of Regulation S-K.  This new paragraph would require disclosure of “whether the registrant […]

The post What Exactly Does The SEC Mean By “Permit”? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/23/2015
Finders Bill Finds Success In Assembly Committee

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy committee – the Assembly Committee on Banking and Finance.  The bill passed out of committee on an 11 to 1 vote and its […]

The post Finders Bill Finds Success In Assembly Committee appeared first on California Corporate & Securities Law.

 
diversity&community 4/22/2015
Team Allen Matkins to participate in the OC Marathon

On May 3, 2015, Allen Matkins attorneys and staff will participate in the OC Marathon which supports the Orange County Bar Foundation, a non-profit committed to keeping at-risk youth out of jail, in school, healthy, and drug free through education, counseling, and mentoring. The 18 runners/walkers who participate in this years the full or half marathon, or the 5k, supporte […]

The post Team Allen Matkins to participate in the OC Marathon appeared first on Diversity & Community Involvement.

 
californiacorporate&securities 4/22/2015
Who Files The Most Permit Applications?

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report must include the following information: A summary of the general categories of investments for which permits were approved; The minimum, maximum, and average net worth required […]

The post Who Files The Most Permit Applications? appeared first on California Corporate & Securities Law.

 
California Wireless Law Blog 4/21/2015
Telecoms File Lawsuit Challenging Net Neutrality Rules

The Federal Register officially published the FCC’s new rules governing net neutrality on Monday, April 13, 2015, and the new rules will take effect 60 days following the date of publication. As anticipated, AT&T and the wireless and cable industry groups immediately filed suit in the D.C. Circuit Court to challenge the new rules on Tuesday, April 14, 2015. The […]

The post Telecoms File Lawsuit Challenging Net Neutrality Rules appeared first on California Wireless Law.

 
Blogs 1 - 25 of 880