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californiacorporate&securities 12/16/2014
In Texas Can Some Shares Be More Equal Than Others?

Although Rome before Augustus is often described as a republic, it was in many respects ruled by the wealthy who jealously guarded their power.  So it was with Rome’s comitia centuriata.  In theory, this was an assembly of the people that elected the chief officials of the republic.  However, these were not direct elections.  Instead, the populace was divided into groups, known as centuries, and each century had one vote.  […]

The post In Texas Can Some Shares Be More Equal Than Others? appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 12/15/2014
ALJ Finds That Employer’s News Media Policy Prohibiting Employees’ Contact With Media Regarding “Company Operations” Violates NLRA

An NLRB Administrative Law Judge (ALJ) recently found that a news media policy issued by Phillips 66 violated Section 8(a)(1) of the NLRA, which prohibits employers from interfering with the exercise of employees’ rights to organize. The ALJ’s decision addressed the “News Media Guidelines” issued by the company in late 2012. The guidelines were sent in an e-mail by the […]

The post ALJ Finds That Employer’s News Media Policy Prohibiting Employees’ Contact With Media Regarding “Company Operations” Violates NLRA appeared first on Social Media and Employment Law.

 
Social Media & Employment Law Blog for California Employers 12/5/2014
Newly Released NLRB Advice Memorandum Finds Several Provisions of Employer’s Social Media Policy Unlawful

In a recently released Advice Memorandum, the NLRB Office of the General Counsel provided some further guidance on how provisions of an employee social media policy could run afoul of Section 8(a)(1) of the NLRA. That Section prohibits employers from interfering with the exercise of employees’ rights to organize under Section 7 of the NLRA. The Advice Memorandum, which addresses […]

The post Newly Released NLRB Advice Memorandum Finds Several Provisions of Employer’s Social Media Policy Unlawful appeared first on Social Media and Employment Law.

 
californiacorporate&securities 12/5/2014
Nevada Supreme Court Doubles Down On Joint Venture By Estoppel

Last March, I wrote about a decision of a panel of the Nevada Supreme Court in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  The defendants thereafter sought reconsideration by the Supreme Court sitting en banc.  Yesterday, the Supreme Court issued its opinion.  For those familiar with the panel’s opinion, there are no surprises from the full court.  The full Court […]

The post Nevada Supreme Court Doubles Down On Joint Venture By Estoppel appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 11/26/2014
EEOC and NLRB Continue to Focus on Employers’ Use of Social Media

At a panel discussion held on November 12, 2014, NLRB General Counsel Richard Griffin, NLRB Member Harry Johnson, III, and EEOC Commissioner Chai Feldblum discussed several topics important to employers, including the use of social media to screen job applicants. All of the panelists agreed that employers must be careful when reviewing social media profiles in connection with hiring decisions, […]

The post EEOC and NLRB Continue to Focus on Employers’ Use of Social Media appeared first on Social Media and Employment Law.

 
californiacorporate&securities 11/26/2014
Judge Orders Stockholder To “Register” Correspondence With The SEC

Many boards operate with a high degree of collegiality, even when the directors disagree.  Some don’t.  When the board of directors of Gas Natural Inc., a publicly traded natural gas holding company, voted to remove its CEO and Chairman, he allegedly “assaulted” a fellow board member and the company’s outside lawyer.  I expect that readers won’t be surprised to learn […]

The post Judge Orders Stockholder To “Register” Correspondence With The SEC appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 11/21/2014
Do Some Companies Already Have Fee-Shifting Provisions (And Not Know It)?

A lot of folks these days are arguing and writing about fee-shifting bylaws as if they were some kind of novel and sudden irruption, like Athena bursting from Zeus’ skull.  This overlooks the existence of fee-shifting provisions in a myriad of existing contracts.  Arguably, some of these provisions may already applicable to derivative plaintiffs. When it comes to attorney’s fees, California follows (not surprisingly) […]

The post Do Some Companies Already Have Fee-Shifting Provisions (And Not Know It)? appeared first on California Corporate & Securities Law.

 
California Wireless Law Blog 11/20/2014
SCOTUS Set To Decide On T-Mobile Tower Case

Back in May, we highlighted a story where the United States Supreme Court agreed to hear T-Mobile’s case regarding how a city justifies its denial of a tower-setting permit. Well, the Court has heard the arguments and is set to announce its decision which would set a precedent for the future of tower development. A potential win for T-Mobile would […]

The post SCOTUS Set To Decide On T-Mobile Tower Case appeared first on California Wireless Law.

 
Social Media & Employment Law Blog for California Employers 11/19/2014
Ohio Court Holds Employer’s Decision to Request Medical Evaluations Based on Employee’s Disturbing Social Media Posts Was Appropriate

The Court of Appeals of Ohio recently upheld a trial court’s determination that the Ohio Department of Rehabilitation and Correction (“Department”) properly ordered an independent medical examination of, and ultimately terminated, an employee who posted threatening messages on Facebook and Yahoo! Messenger. In 2009, Diedree Ames, a parole officer, started exhibiting erratic behavior in the workplace. The situation became particularly serious […]

The post Ohio Court Holds Employer’s Decision to Request Medical Evaluations Based on Employee’s Disturbing Social Media Posts Was Appropriate appeared first on Social Media and Employment Law.

 
californiacorporate&securities 11/12/2014
Nevada’s Duty Of Care Standard Fails To Win Summary Judgment For Director

NRS 78.138(1) imposes two explicit duties on directors in the exercise of their powers: they must act in good faith and with a view to the interests of the corporation.  This contrasts with Delaware case law which speaks of a triad of duties comprised of care, loyalty and good faith, with good faith standing a bit below the duties of care […]

The post Nevada’s Duty Of Care Standard Fails To Win Summary Judgment For Director appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 11/11/2014
In Flanders Field . . .

Today is Veterans Day.  The date commemorates the ending of the First World War on November 11, 1918 at 11:00 a.m.  The following year, President Woodrow Wilson proclaimed the first “Armistice Day”, as it was then known: “To us in America, the reflections of Armistice Day will be filled with solemn pride in the heroism of those who died in […]

The post In Flanders Field . . . appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 11/10/2014
All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others

In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments.  The seventh commandment was “All Animals Are Equal”.  As time passed, three of the original commandments were modified and eventually the seven commandments were whittled down to just one: “My sight is failing,” she [Clover, a mare] said finally. “Even when I was young I […]

The post All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 11/5/2014
NLRB Upholds Employer’s Withdrawal of Rehire Offers to Employees Based on Employees’ Facebook Conversation Regarding Their Plans To Engage in Insubordinate Behavior

The NLRB, in a rare decision related to social media use that employers will like, recently upheld an employer’s withdrawal of the rehire offers of two employees based solely on a Facebook exchange, finding that the exchange was not protected under the National Labor Relations Act because it exhibited the employees’ “planned insubordination in specific detail.” The employer in this case […]

The post NLRB Upholds Employer’s Withdrawal of Rehire Offers to Employees Based on Employees’ Facebook Conversation Regarding Their Plans To Engage in Insubordinate Behavior appeared first on Social Media and Employment Law.

 
11/4/2014
Shirtless Pictures Posted By Chili’s Cook Prompt News Investigation and Surprise Health Inspection

A story out of Florida highlights how an employee’s social media posts can spell trouble for an employer. A cook at a Chili’s restaurant in Valrico, Florida, posted shirtless pictures of himself in the Chili’s kitchen, and provided enough information to identify the restaurant location. The local ABC affiliate sent the photos to the state health inspector, which then turned […]

The post Shirtless Pictures Posted By Chili’s Cook Prompt News Investigation and Surprise Health Inspection appeared first on Social Media and Employment Law.

 
californiacorporate&securities 11/4/2014
A Jury Summons Evokes Thoughts Of Pericles, Wasps And Aristotle

Recently, I received a summons for jury service. This reminded me of Pericles, Wasps and Aristotle. I am reminded of Pericles because he  is credited with introducing pay for jury service in the mid-fifth century B.C.E.  Athenian jurors initially received two obols per day.   An obol (ὀβολός ) was worth 1/6 of a drachma, which was about one day’s pay. […]

The post A Jury Summons Evokes Thoughts Of Pericles, Wasps And Aristotle appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 11/2/2014
Court Finds Use Of “P” Word Does Not Necessarily A Partnership Make

Last March, I wrote a couple of posts concerning the Nevada Supreme Court’s opinion in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  Joint Venturer May Be Partner By Estoppel and “Don’t tell me not to worry, and please don’t call me partner”.  The opinion was concerning because the Court had found that statements in marketing materials referring to a “partnership […]

The post Court Finds Use Of “P” Word Does Not Necessarily A Partnership Make appeared first on California Corporate & Securities Law.

 
10/31/2014
Uber’s Decision To “Deactivate” Driver Over Retweet of Article Goes Viral in Minutes

It all started with a retweet. A recent story regarding the “deactivation” and subsequent reinstatement of an Uber driver in Albuquerque is a useful reminder for employers that, given the widespread use by employees of social media, employment decisions should not only be well thought out, but also should take into account potential negative publicity. During a period while he […]

The post Uber’s Decision To “Deactivate” Driver Over Retweet of Article Goes Viral in Minutes appeared first on Social Media and Employment Law.

 
californiacorporate&securities 10/31/2014
The Academy Loves Nevada Corporate Law!

The incognoscenti may not know it, but today is Nevada Day.  On this date in 1864, Nevada joined the Union and helped support the reelection of Abraham Lincoln and the Thirteenth Amendment.  Delaware did not – it joined New Jersey and Kentucky in casting its electoral votes for General George McClellan.  See Lincoln (The Movie) Overlooks Nevada Steven Spielberg may have […]

The post The Academy Loves Nevada Corporate Law! appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 10/30/2014
Political Spending Disclosures – An Idea So Good That I Think You Should Pay For It

In July 2011, a group of ten law professors filed a rulemaking petition with the Securities and Exchange Commission seeking adoption of a rule requiring disclosure of political spending by publicly traded companies.  In a post last month, two of the original petitioners, Harvard Law School Professor Lucian Bebchuk and Columbia Law School Professor Robert J. Jackson, Jr., reported that their […]

The post Political Spending Disclosures – An Idea So Good That I Think You Should Pay For It appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 10/29/2014
Who Is Adolf Berle, Jr. And Why Is Vice Chancellor Laster Quoting Him?

Adolf A. Berle, Jr. wrote Corporate Powers as Powers in Trust more than four score years ago, but Vice Chancellor J. Travis Laster cited the article yesterday as if the Harvard Law Review had published it last week. Quadrant Structured Products Co., Ltd. v. Vertin (C.A. No. 6990-VCL) (Oct. 28, 2014).  Here’s the quotation from Berle: in every case, corporate action must be twice tested: […]

The post Who Is Adolf Berle, Jr. And Why Is Vice Chancellor Laster Quoting Him? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 10/27/2014
Should The SEC Ask What Would Blackstone Do?

The Securities and Exchange Commission recently trumpeted its enforcement successes for its 2014 fiscal year.  For an agency dedicated to full disclosure, there were some notable omissions, including: A California federal jury verdict finding the former Chief Executive Officer of STEC, Inc. innocent of insider trading; A New York federal jury verdict finding hedge fund manager Nelson Obus and his […]

The post Should The SEC Ask What Would Blackstone Do? appeared first on California Corporate & Securities Law.

 
10/23/2014
Class Action Suit Alleges LinkedIn Violated FCRA By Providing Employers With Reference Reports

Another interesting case filed in California recently highlights the myriad risks employers face when using social media as part of their hiring process. A class action lawsuit was filed in the Central District of California against LinkedIn based on allegations that the reference reports LinkedIn generates for premium subscribers, including many employers, violate the Fair Credit Reporting Act (“FCRA”). According […]

The post Class Action Suit Alleges LinkedIn Violated FCRA By Providing Employers With Reference Reports appeared first on Social Media and Employment Law.

 
californiacorporate&securities 10/23/2014
If Bylaws Are Contracts, Where’s The Boilerplate?

Bylaws hardly constitute literature.  For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there.  In general, there seems to be two schools of thought when it comes drafting bylaws.  Advocates of the long-form approach claim, with justification, that it is easier to consult the bylaws than the statute.  Champions of […]

The post If Bylaws Are Contracts, Where’s The Boilerplate? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 10/22/2014
Can An Employment Agreement Be A Wee Bit Too Integrated?

The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well).  Often, Bylaws describe these indemnity obligations as contract rights.  For example the Bylaws of one well-known public company state: The right to indemnification conferred in this Article shall be a contract right. If Bylaws are contracts, it may be worth […]

The post Can An Employment Agreement Be A Wee Bit Too Integrated? appeared first on California Corporate & Securities Law.

 
10/17/2014
Can the Business-Related Contacts On An Employee’s LinkedIn Page Be Considered Trade Secrets?

A court in the Central District of California recently confronted the interesting issue of whether an employee’s LinkedIn contacts can be considered an employer’s trade secrets, such that the employee could be liable for misappropriation by retaining and using the LinkedIn account after leaving his employment. In Cellular Accessories for Less, Inc. v. Trinitas LLC, an employee was sued by […]

The post Can the Business-Related Contacts On An Employee’s LinkedIn Page Be Considered Trade Secrets? appeared first on Social Media and Employment Law.

 
Blogs 1 - 25 of 772