News & Publications

Blogs

Blogs 1 - 25 of 200
californiacorporate&securities 2/10/2016
Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA?

Earlier this week, the California Secretary of State released his list of “generally recognized presidential candidates”.  These are the individual whose names will appear on California’s June 2016 primary ballot.  The Secretary of State listed 43 individuals from six political parties (American Independent, Democratic, Green, Libertarian, Peace & Freedom, and Republican).  It’s not too late to

The post Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 2/9/2016
Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

Late last month, California’s Insurance Commissioner announced that he had “asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal”.  Thermal coal, also known as steam coal, is coal that is used to power steam generators. According to to the U.S. Energy Information Administration, coal is the most

The post Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 2/8/2016
Promises, Promises: Secretary of State Admits California Can’t Accommodate Cumulative Voting

California’s 1879 Constitution enshrined cumulative voting as a constitutional right.  Cal. Const. of 1879, Art. XII, § 12 (repealed).  The 1931 California General Corporation Law continued mandatory cumulative voting.  When the current California General Corporation Law was introduced, it allowed corporations to opt out of cumulative voting.  However, the law as finally enacted continued mandatory cumulative voting.  It

The post Promises, Promises: Secretary of State Admits California Can’t Accommodate Cumulative Voting appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 2/5/2016
A Failure To Mediate Results In A Failure To Litigate

Mediation is often viewed as less costly alternative to litigation.  Therefore, it is not unusual for parties to include a mediation provision in their contracts, such as the following: The parties agree that any disputes or questions arising hereunder, including the construction or application of [the] Agreement shall be submitted to mediation between [MBA] and [Alaska

The post A Failure To Mediate Results In A Failure To Litigate appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 2/4/2016
9th Circuit Holds Subsidiary Could Be The General Manager Of Its Parent

Section 2110 of the California Corporations Code governs service of process on a foreign corporation.  One means of valid service under the statute is by delivering process by hand to the corporation’s general manager in California.  The California General Corporation Law, however does not define “general manager”.  In Miller v. The Public Warehousing Company KSC

The post 9th Circuit Holds Subsidiary Could Be The General Manager Of Its Parent appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
diversity&community 2/3/2016
Allen Matkins Highlights its Commitment to Pro Bono Work on New Webpage

Allen Matkins attorneys do pro bono work for a simple but compelling reason: to make the legal system accessible and fair, especially to the poor and disadvantaged and to the nonprofit organizations that serve them. In 2015, Allen Matkins provided pro bono services to individuals seeking asylum or debt relief, victims of domestic violence, members of the U.S.

The post Allen Matkins Highlights its Commitment to Pro Bono Work on New Webpage appeared first on DIVERSITY & COMMUNITY.

 
californiacorporate&securities 2/3/2016
What Vote Should Be Required To Pull The Plug On An LLC?

There are three paths to dissolution under California’s Revised Uniform Limited Liability Company Act (RULLCA).  First, an event of dissolution set forth in a written operating agreement or the articles of organization may occur.  Cal. Corp. Code § 17707.01(a).  Second, ninety consecutive days may pass during which the limited liability company has no members.  Cal. Corp. Code § 17707.01(c).

The post What Vote Should Be Required To Pull The Plug On An LLC? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 2/2/2016
District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights.  There can be no doubt, however, that the right to petition the government is an important right with a long historical tradition.  The

The post District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 2/1/2016
The Investment Company Act And Roy M. Cohn

Last week, UFCW Local 1500 Pension Fund filed a class action and derivative lawsuit against Yahoo! Inc., its board of directors and some of its current and former officers.  (N.D. Cal. Case No. 3:16-cv-00478-RS).  According to the complaint, Yahoo describes itself as a global Internet new media company that offers a branded network of media, commerce,

The post The Investment Company Act And Roy M. Cohn appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/29/2016
Are Consultant’s Employees Functionally Equivalent To Client’s Employees?

As a general matter, the attorney-client privilege is waived by disclosing a communication to a third party.  When a corporation hires an investment banker, the corporation’s attorneys will frequently communicate with employees of the investment banker.  Are those communications protected by the attorney-client privilege or do those communications waive the privilege?  U.S. Magistrate Judge George

The post Are Consultant’s Employees Functionally Equivalent To Client’s Employees? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/28/2016
Where To Meet? The Answer May Have Surprising Consequences

In my experience, companies most often hold board and shareholder meetings at or near their principal executive offices.  As a result, many corporations hold their meetings in California even though they may be incorporated in Delaware, Nevada or some other jurisdiction.  Geographical convenience, however, can have unforeseen consequences.  Several provisions of the California General Corporation

The post Where To Meet? The Answer May Have Surprising Consequences appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/27/2016
You Might Be Surprised By These Words In Magna Carta

I’m continuing my desultory study of the Magna Carta, which marked its 800th birthday last June.  Although the original charter was written in Latin, my occasional efforts at translation has made me keenly aware that it uses many words that although still common no longer have the same meanings.  Below are three words whose meanings

The post You Might Be Surprised By These Words In Magna Carta appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/26/2016
Corporation Owes No Duty To Warn Former Director Of Impending Option Expiration

Does a corporation commit constructive fraud if it fails to warn a former director of the impending expiration of a stock option?  That was one question decided earlier this month by Judge Jennifer A. Dorsey in  Nelson v. FluoroPharma Med., Inc., 2016 U.S. Dist. LEXIS 1270 (D. Nev. Jan. 4, 2016).  In granting summary judgment for the

The post Corporation Owes No Duty To Warn Former Director Of Impending Option Expiration appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/25/2016
Resource Extraction Rule: SEC Puts More Time On The Clock

In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011).  The SEC did not adopt rules until August 22, 2012, missing the Congress’ deadline by 1 year, 4 months and 2 days (or a total of 490 days).  In 2013, however, the U.S. District Court

The post Resource Extraction Rule: SEC Puts More Time On The Clock appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/22/2016
A Not So Frequently Asked Question – When Is An Event Infrequent?

Last January, the Financial Accounting Standards Board, which is better known as the FASB, issued Accounting Standards Update 2015-01.  The update eliminates the concept (and definition) of “extraordinary item”.  According to the FASB, the update is part of its “initiative to reduce complexity in accounting standards”.  I wish the FASB the best of luck in that Sisyphean task. Although

The post A Not So Frequently Asked Question – When Is An Event Infrequent? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/21/2016
Can A Corporation Be A Citizen Of California?

Notwithstanding the brouhaha engendered by Citizens United v. FEC, 558 U.S. 310, 394 (U.S. 2010) , the idea that corporations are “persons” can be found in numerous California statutes, including California Corporations Code Sections 18 (“‘Person’ includes a corporation as well as a natural person”); 15901.02(y) (“‘Person’ means an individual . . . corporation . . .”); and

The post Can A Corporation Be A Citizen Of California? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/20/2016
Court Holds SEC Filing Is Not Public Disclosure

California has patterned its false claim law, Cal. Gov’t Code §§ 12650 et seq., after the federal False Claims Act.  As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent claims.  The CFCA empowers private parties to pursue actions for, and in the name of, the

The post Court Holds SEC Filing Is Not Public Disclosure appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Social Media & Employment Law Blog for California Employers 1/19/2016
Is Inconsistent Application Of Social Media Policy Evidence Of Discrimination?

A District Court in Louisiana concluded recently that a television station’s inconsistent application of its social media policy entitled a terminated employee to defeat summary judgment regarding his discrimination claim. The television station in question, KTBS, had implemented a social media policy that included a prohibition on employees responding to viewer complaints. The station also

The post Is Inconsistent Application Of Social Media Policy Evidence Of Discrimination? appeared first on SOCIAL MEDIA & EMPLOYMENT LAW.

 
californiacorporate&securities 1/19/2016
Choosing Delaware, Instead Of California Law, May Prove Very Costly Indeed!

Last spring, I had the pleasure of meeting Delaware Supreme Court Justice Karen Valihura when we were speaking at the Los Angeles County Bar Association’s annual Delaware & California Law Update.  Given her visit to California, I was interested in her mention of California law in SIGA Techs., Inc. v. Pharmathene, Inc., 2015 Del. LEXIS 678 (Del. Dec. 23, 2015). 

The post Choosing Delaware, Instead Of California Law, May Prove Very Costly Indeed! appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/15/2016
Indemnity Agreements: Res Gestae Atque Gerendae

Can someone be indemnified against an unlawful act?  California Civil Code Section 1668 would seem to say “no”: All contracts which have for their object, directly or indirectly, to exempt any one from responsibility for his own fraud, or willful injury to the person or property of another, or violation of law, whether willful or

The post Indemnity Agreements: Res Gestae Atque Gerendae appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/14/2016
More Maladroit Drafting From The SEC

Last December, the Securities and Exchange Commission proposed a new exemptive rule under the Investment Company Act of 1940.  The proposed rule would allow mutual funds, exchange-traded funds (“ETFs”), closed-end funds, and companies that have elected to be treated as business development companies (“BDCs”) under the ICA to enter into derivatives transactions and financial commitment transactions notwithstanding

The post More Maladroit Drafting From The SEC appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/13/2016
CA Court Holds No Fiduciary Duty To Warrant Holders

Judges must perforce pick and choose from the record what facts to include in their written opinions.  As a result, opinions don’t necessarily tell the whole story and may omit important details.  Recently, for example, I read a blog post by Kevin M. LaCroix entitled “Blog Post Statements Held Actionable Under the Federal Securities Laws“.  When I read

The post CA Court Holds No Fiduciary Duty To Warrant Holders appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/12/2016
California’s Bizarre Voting Record Disclosure Requirements

Section 711 of the California Corporations Code is so poorly drafted that it almost defies explanation.  According to the legislature’s findings, the ostensible purpose of the statute is to facilitate the informed and active involvement of beneficial owners of shares “in holding legal owners and through them, management accountable in their exercise of corporate power”.  The statute purports

The post California’s Bizarre Voting Record Disclosure Requirements appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/11/2016
Did Utah’s Securities Commission Really Call Out California’s Commissioner?

I recently ran across an article concerning a row between Utah’s Securities Commission and California’s Commissioner of Corporations, E.C. Bellows.  Engineering & Mining Journal, Bingham Galena on Trail of California Corporations Commission, 313 (Aug. 20, 1921).  The fight’s genesis was a June 18, 1921 permit issued by the Utah Securities Commission authorizing the sale of 467,100

The post Did Utah’s Securities Commission Really Call Out California’s Commissioner? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 1/8/2016
Court Holds Corporations Have No Constitutional Privacy Right, But . . .

Article I, Section 1 of the California Constitution provides that “all people” have an inalienable right of privacy.  Does this right extent to corporations?  Seemingly it would if corporations are considered “people”.  Some might cite the U.S. Supreme Court’s holding in Citizens United v. FEC, 558 U.S. 310, 394 (U.S. 2010) and argue that the

The post Court Holds Corporations Have No Constitutional Privacy Right, But . . . appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Blogs 1 - 25 of 200