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californiacorporate&securities 3/30/2015
District Court Refuses To Halt SEC Administrative Proceedings

While serving as General Counsel to California’s Business, Transportation & Housing Agency, I was from time to time asked to respond to ersatz summons and other documents issued by “Our One Supreme Court”.  Given that these “courts” existed only in the minds of their creators, these summons were ignored.  But if you were hailed before an unconstitutional tribunal with the ostensible […]

The post District Court Refuses To Halt SEC Administrative Proceedings appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/27/2015
Covenants Not To Compete – By The Numbers

In a recently published article, three professors undertook an empirical analysis of noncompetition and other restrictive postemployment covenants in public company Chief Executive Officer contracts.  Norman D. Bishara, Kenneth J. Martin, and Randall S. Thomas, An Empirical Analysis of Noncompetition Clauses and Other Restrictive Postemployment Covenants, 68 Van. L. Rev. 1 (2015).  Readers should be cognizant of California’s inveterate hostility to post-employment non-compete […]

The post Covenants Not To Compete – By The Numbers appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/26/2015
Did The Judge’s Ruling Truly Decimate The Defendant’s Contention?

Yesterday’s post concerned Justice M. Kathleen Butz’ recent holding in Yee v. Am. Nat’l Ins. Co., 2015 Cal. App. LEXIS 257 (Cal. Ct. App. 2015).  The case involved the California Controller’s attempt to examine the records of American National Insurance Company.  When the insurer resisted, the Controller convinced the trial court to issue a preliminary injunction.  Justice Butz observed that […]

The post Did The Judge’s Ruling Truly Decimate The Defendant’s Contention? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/25/2015
Controller Must Still “Look To Find A Reason To Believe”

Last month, I wrote about reports that the SEC is seeking years of employment agreements, nondisclosure agreements and other documents in an effort to ferret out possible restraints on whistleblowers.  See Is Anything Fishy With The SEC’s Whistleblower Inquiries?  As noted in the post, the SEC can ask, it can even subpoena, but it takes a court to enforce the subpoena.  A recent case […]

The post Controller Must Still “Look To Find A Reason To Believe” appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/24/2015
Should The SEC Adopt Governance Principles (For Itself)?

When I served as Commissioner of Corporations for the State of California, I was sometimes asked about the other Commissioners.  However, I never concerned myself with the “other Commissioners” because there were no other Commissioners.  Unlike some other states, California had no Securities Commission, just a Commissioner.  In light of recent criticism of several instances of unilateral action on the part of […]

The post Should The SEC Adopt Governance Principles (For Itself)? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/23/2015
Section 25501.5 – I Ask Again What Do It Mean?

Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer that is required to be licensed and has not”.  A right of rescission makes sense when the unlicensed broker-dealer is acting as a principal (i.e., as […]

The post Section 25501.5 – I Ask Again What Do It Mean? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/20/2015
Will The FAA Give Wings To Arbitration Bylaws?

In January, I discussed the Court of Appeal’s decision in Cobb v. Ironwood Country Club, 233 Cal. App. 4th 960 (Cal. App. 4th Dist. 2015).  I found the case interesting because the Court applied a contract law analysis to an arbitration bylaw: Ironwood asserts that its bylaws constitute a contract between the Club and each of its members. (See King v. […]

The post Will The FAA Give Wings To Arbitration Bylaws? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/19/2015
California Bar Committee Publishes Venture Capital Sample Opinion

The Opinions Committee of the Business Law Section of the California State Bar recently published a sample opinion for venture capital financing transactions.  In a sad testament to the lowly status of the California General Corporation Law, the committee chose the model of a Delaware, not California, corporation issuing preferred stock.   The sample opinion was published in The Business Lawyer, […]

The post California Bar Committee Publishes Venture Capital Sample Opinion appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/18/2015
California Supreme Court Decides To Admit Chinese Immigrant After All

I’ve taken a special interest in following the case of Hong Yen Chang (no known relation to my son-in-law).  Mr. Chang arrived in the U.S. in 1872 and graduated from Yale and then Columbia Law School.  Initially, he was refused admission to the New York Bar, but after having obtained a certificate of naturalization, he was admitted and became the […]

The post California Supreme Court Decides To Admit Chinese Immigrant After All appeared first on California Corporate & Securities Law.

 
3/17/2015
The “Twitterverse” Reacts After Employer Revokes Job Offer to Teen Over Tweet

Last month, a Texas employer fired a new hire over Twitter before the new hire showed up for her first day of work, causing a frenzy of social media activity and some negative publicity for the employer. The day before starting her new job at a local pizzeria, a teenage woman tweeted: “Ew I start this [expletives] job tomorrow.” The […]

The post The “Twitterverse” Reacts After Employer Revokes Job Offer to Teen Over Tweet appeared first on Social Media and Employment Law.

 
3/17/2015
Court Decides Dissolved Corporation “Still Exists”

Some may view dissolution as the final curtain for a corporation and its shareholders.  But unlike mere mortals, a corporation does not strut and fret its hour upon the stage and then is heard no more. The undead nature of dissolved corporations is illustrated by Judge Edward J.Davila’s recent ruling in Murabito v. Stericycle, Inc., 2015 U.S. Dist. LEXIS 29238 (N.D. […]

The post Court Decides Dissolved Corporation “Still Exists” appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/16/2015
Why Husbands Should Listen To Their Wives . . .

Yesterday was the famous Ides of March.  The Ides weren’t a holiday, but a term used in Roman calendar system which was based on three dates in each month, known as the Kalends or Calends (think calendar), Nones and Ides. The Kalends always falls on the first of the month, the Nones, depending on the month, falls on either the fifth […]

The post Why Husbands Should Listen To Their Wives . . . appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/13/2015
Magna Carta Friday: A Definitive Article About A Definite Article

In English, we have two articles – “the” is the definite article and “a/an” is the indefinite article.  Latin, on the other hand, lacks articles, definite or indefinite.   Indeed, the great first century Roman rhetorician Marcus Fabius Quintilianus observed that Latin did not need articles (“noster sermo articulos non desiderat . . .”).  I bring this up because one […]

The post Magna Carta Friday: A Definitive Article About A Definite Article appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/12/2015
DBO Warns Victims Not To Be Victimized Twice

Recently, the Department of Business Oversight issued the following warning: The DBO has become aware that past investors in Leland Energy are being solicited by a purported New York State-licensed attorney claiming to have been hired by the State of California to contact them regarding $6.5 million in funds he claims to hold from the State’s 2012 settlement with Leland. […]

The post DBO Warns Victims Not To Be Victimized Twice appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/11/2015
Is The SEC’s Notice Of Internet Availability Of Proxy Materials Form Gender Biased?

The idea that men won’t ask for directions is a staple of many jokes.  I don’t know whether this is fact or urban myth.  However, a few years back the Princeton University Press published an entire book on the subject.  In my former career as a petroleum transfer engineer (aka service station attendant), I gave lots of directions to people […]

The post Is The SEC’s Notice Of Internet Availability Of Proxy Materials Form Gender Biased? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/10/2015
What, If Anything, Is The Attorney General’s Office Hiding?

In January, I decided to update an earlier post regarding the number of calls made to the California Attorney General’s hotline mandated by Labor Code Section 1102.7.  A few years earlier, I had published these data for the years from 2004 to 2010.  Much to my amazement, the Attorney General’s office declared the more recent data to be a “state […]

The post What, If Anything, Is The Attorney General’s Office Hiding? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/9/2015
I understand Chair, Chairperson, Chairman and Chairwoman But Not Chairwomen of the Board

In February, I posted this little rumination on the origin of the term “chairman”.  Then I came across SB 351 introduced late last month by the California Senate Committee on Banking and Financial Institutions.  Currently, Sections 5213, 7213 and 9213 of the California Corporations Code each provides that a corporation must have “a chair of the board, who may be given […]

The post I understand Chair, Chairperson, Chairman and Chairwoman But Not Chairwomen of the Board appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 3/6/2015
Oxfam America Argues SEC Has “Unlawfully Withheld And Unreasonably Delayed” Resource Extraction Rule

I’ve often wished that my legal acumen could be judged by the same standard as professional baseball players.  If that were the case, I could be wrong nearly 60% of the time and yet be considered one of the greatest legal mavens of all time.  I would also be happy if I were subject to the standards of timeliness that the […]

The post Oxfam America Argues SEC Has “Unlawfully Withheld And Unreasonably Delayed” Resource Extraction Rule appeared first on California Corporate & Securities Law.

 
3/5/2015
Court Denies Summary Judgment to Employer on Professor’s Allegations He Was Denied Tenure After Reporting Inappropriate Facebook Posts by Fellow Professors

A federal court in Oklahoma recently denied summary judgment to Northeastern State University, finding that a professor’s discrimination and retaliation claims, among others, could proceed to trial. The professor, Dr. Leslie Hannah, was appointed chair of his department in 2009. The previous assistant chair, Dr. Brian Cowlishaw, was ineligible for the chair position pursuant to the University’s nepotism policy (his wife, […]

The post Court Denies Summary Judgment to Employer on Professor’s Allegations He Was Denied Tenure After Reporting Inappropriate Facebook Posts by Fellow Professors appeared first on Social Media and Employment Law.

 
californiacorporate&securities 2/17/2015
Revealed! The Numbers The Attorney General Didn’t Want You To See

Since 2003, the California Attorney General has been required to maintain “a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of fiduciary responsibility by a corporation or limited liability company to its shareholders, investors, or employees.”  Cal. Lab. Code § 1102.7(a). Last month, I decided to […]

The post Revealed! The Numbers The Attorney General Didn’t Want You To See appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 2/13/2015
Did The SEC Violate The Administrative Procedure Act?

Yesterday, Broc Romanek wrote about the joint dissent issued by Commissioners Daniel M. Gallagher and Michael S. Piwowar with respect to the Commission’s recent adoption of Regulation SBSR which requires regulatory reporting of security-based swap information and the public dissemination of security-based swap transaction, volume, and pricing information by registered security-based swap data repositories.  But when exactly did the Commission adopt these […]

The post Did The SEC Violate The Administrative Procedure Act? appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 2/12/2015
Employer Takes Action After Employees’ Derogatory And Offensive Tweets Damage Its Reputation

At the same that that the Toronto Fire Services Division was looking to recruit more women and minorities, two of its firefighters were tweeting messages described as “sexist, misogynist, and racist.” In 2013, just after the Division released its “Path to Diversity” report, outlining its plan to increase workforce diversity, Canada’s National Post ran a story with the headline: “As […]

The post Employer Takes Action After Employees’ Derogatory And Offensive Tweets Damage Its Reputation appeared first on Social Media and Employment Law.

 
californiacorporate&securities 2/12/2015
CalPERS Global Governance Program Targets Income Inequality

The Investment Committee of CalPERS’ Board of Administration will meet next Tuesday.   The committee, which is comprised of all 13 members of the Board of Administration, is responsible for, among other things, investment strategies and policies.  On the agenda is for next week’s meeting is an update on the fund’s strategic priorities.  The slide presentation prepared for next week’s […]

The post CalPERS Global Governance Program Targets Income Inequality appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 2/11/2015
Director Claims That She Ne’er Consented, Court Finds Consent

Last April, I warned that October 1, 2014 would be a critical day for directors of Nevada corporations.  See Why October 1, 2014 Is An Important Date For Management Persons Of Nevada Entities.  Now, we have a case giving proof to my warning.  Advanced Vision Solutions, Inc. v. Lehman, 2015 U.S. Dist. LEXIS 9035 (January 26, 2015). The case was brought by […]

The post Director Claims That She Ne’er Consented, Court Finds Consent appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 2/10/2015
Unregistered Foreign LLCs – Are They In Violation?

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries.  Why, for example, did the legislature deem it necessary to change the default rules with respect to whether a California LLC is member-managed or manager-managed?  See Why A Form LLC-1 May Be Only Half Right.  Why also did […]

The post Unregistered Foreign LLCs – Are They In Violation? appeared first on California Corporate & Securities Law.

 
Blogs 1 - 25 of 835