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californiacorporate&securities 7/2/2015
Professor Bainbridge Takes On S.B. 75 And The Delaware Bar

UCLA Law Professor Stephen Bainbridge recently posted an article calling Delaware’s recently enacted S.B. 75 a “self-inflicted wound”.   SB 75, which was signed into law late last month, limits the ability of Delaware stock corporations to adopt so-called “fee shifting” bylaw provisions. What I find particularly interesting is Professor Bainbridge’s thesis that the Delaware legislature

The post Professor Bainbridge Takes On S.B. 75 And The Delaware Bar appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/1/2015
Why Foreign Corporations Might Not Care Where You Live

I noticed the following description of California’s principal “pseudo-foreign” corporation statute in a recently filed registration statement: Section 2115(b) of the California Corporations Code imposes certain requirements of California corporate law on corporations organized outside California that, in general, are doing more than 50% of their business in California and have more than 50% of

The post Why Foreign Corporations Might Not Care Where You Live appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/30/2015
Unwaivable Statutes May Doom Forum Selection Provision

Nearly four years ago, I wrote this post asking whether California’s anti-waiver statute voids choice of forum agreements.  The statute in question was California Corporations Code Section 25701 which provides: Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule

The post Unwaivable Statutes May Doom Forum Selection Provision appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Social Media & Employment Law Blog for California Employers 6/29/2015
Magistrate Judge Rules LinkedIn’s “Reference Search” Does Not Violate Fair Credit Reporting Act

As we discussed in a previous post, a class action lawsuit (Sweet, et al. v. LinkedIn) was filed last year against LinkedIn in California based on allegations that the reference reports LinkedIn generates for premium subscribers, including many employers, violate the Fair Credit Reporting Act (“FCRA”). Ruling on LinkedIn’s motion to dismiss, Northern District Magistrate

The post Magistrate Judge Rules LinkedIn’s “Reference Search” Does Not Violate Fair Credit Reporting Act appeared first on SOCIAL MEDIA & EMPLOYMENT LAW.

 
californiacorporate&securities 6/29/2015
New LLC Is Not Delivered By Sale Membership Interests

Readers of this blog should be well aware of California’s general antipathy to covenants not to compete.  See The Point Of An Unenforceable Noncompete May Be Very Sharp Indeed,Covenants Not To Compete – Fourth DCA Considers A New Fine Question (Or Two), TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California Court

The post New LLC Is Not Delivered By Sale Membership Interests appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/26/2015
Court Of Appeal Holds “May” Does Not Mean “May Only”

California requires persons who are engaged in the business of making consumer loans or commercial loans to be licensed under the Finance Lenders Law, unless exempt.  Cal. Fin. Code § 22100.  The CFLL includes the following: A licensee may sell promissory notes evidencing the obligation to repay loans made by the licensee pursuant to this

The post Court Of Appeal Holds “May” Does Not Mean “May Only” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/25/2015
Another Dubious Assertion Concerning Section 2115

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests.  The most famous, but not the only, statute of this breed is Section 2115.  Although Section 2115 entraps many foreign corporations, I continue to be surprised by corporations that mistakenly claim to be subject

The post Another Dubious Assertion Concerning Section 2115 appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/24/2015
Are Delaware Directors Deathless?

I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows: Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Nevada

The post Are Delaware Directors Deathless? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/23/2015
Court Of Appeals Holds No ERISA Preemption Of Section 419(b)

The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles me. The case involved the seemingly quixotic quest of Mr. Sender to obtain stock certificates that he allegedly

The post Court Of Appeals Holds No ERISA Preemption Of Section 419(b) appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/22/2015
“Does Anybody Really Know What Time It Is?”

Last Friday, Broc Romanek posted about the problem of expressing and determining time in contracts.  This reminded me of a Nevada Supreme Court case from 2001 in which the constitutionality of two bills hinged on whether midnight Pacific standard time is the same as midnight Pacific daylight saving time. At the time, the Article 4, Section

The post “Does Anybody Really Know What Time It Is?” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/19/2015
Is Buying Stock The Same As Providing Capital?

A report issued earlier this week by the California Public Employees’ Retirement System (CalPERS) implies otherwise.  The report entitled “CalPERS for California 2014” trumpets CalPERS’ investment in California businesses and its indirect support for jobs here.  CalPERS claims to have invested in 615 publicly traded companies headquartered in California.  In 21 of these companies, CalPERS’ investment

The post Is Buying Stock The Same As Providing Capital? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/18/2015
Do You Proffer, Profer, or Prefer A Complaint?

Section 10404 of the California Corporations Code provides that corporations for the prevention of cruelty to animals may “proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law relating to or affecting animals”.  Although the statute confers on these corporations remarkably broad quasi-governmental enforcement authority, I want to

The post Do You Proffer, Profer, or Prefer A Complaint? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/17/2015
California’s Bizarre Voting Records Disclosure Requirement

Some statutes are so poorly drafted that one hardly knows where to begin.  One such statute is Section 711 of the California Corporations Code.  According to the legislature, the purpose of the statute is “to serve the public interest by ensuring that voting records are maintained and disclosed as provided in this section [Section 711]”. 

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

 
diversity&community 6/16/2015
Allen Matkins Raises Nearly $14,000 during Annual ‘Food from the Bar’ Campaign

Allen Matkins once again set high marks in this year’s “Food from the Bar” fundraising campaign, competing against other regional law firms to help raise funds for families in need. The firm’s Los Angeles, San Diego and San Francisco offices each participated in their respective regions, raising a total of nearly $14,000 for local charities.

The post Allen Matkins Raises Nearly $14,000 during Annual ‘Food from the Bar’ Campaign appeared first on DIVERSITY & COMMUNITY.

 
californiacorporate&securities 6/16/2015
Before Rapunzel There Was Rudabeh

In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or go unrequited.”  In a footnote, he attributes the story of Rapunzel to the brothers Grimm (Jacob and Wilhelm).  This

The post Before Rapunzel There Was Rudabeh appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/15/2015
Is The SEC Confused About Who Solicits Proxies?

In reviewing some recent proxy bylaw provisions, I noted that some refer specifically to solicitations “by the Board of Directors”.  See, for example, this bylaw provision recently adopted by Monsanto Company.  This reference to solicitations by the Board of Directors makes some sense in light of the instruction in SEC Rule 14a-4(a) that the form of

The post Is The SEC Confused About Who Solicits Proxies? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Social Media & Employment Law Blog for California Employers 6/12/2015
Harassing Facebook Posts Justify Termination

A recent labor arbitration decision illustrates that an employer can terminate an employee who uses social media to insult and threaten co-workers in violation of a workplace harassment policy. This case arose when the employee, who was a firefighter, was notified by his wife that she was in a car stopped by a police officer

The post Harassing Facebook Posts Justify Termination appeared first on SOCIAL MEDIA & EMPLOYMENT LAW.

 
californiacorporate&securities 6/12/2015
Failure To Disclose Finder’s Fee Found Not To Be Actionable

This interesting, but atypical case, involves one of the many possible issues that can arise from the use of unlicensed finders to raise securities. Five years ago, Daniel Azouri met Marvin Lipschultz at the Cannes Film Festival.  Mr. Azouri suggested that Mr. Lipschultz invest in a movie venture.  Mr. Lipschultz invested a total of $220,000

The post Failure To Disclose Finder’s Fee Found Not To Be Actionable appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/11/2015
Nevada To Allow Corporations To Stiff Charon

Unsuccessful corporations often fall into an eternal desuetude.  Having nothing, no one wants to pay the Secretary of State to complete their dissolution.  Because they don’t file the required annual lists and pay the annual fees, their charters are revoked.   They then become like those poor souls with no coin for Charon, they cannot complete the journey to complete

The post Nevada To Allow Corporations To Stiff Charon appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/10/2015
June 30 Deadline Looms For Foreign Lending Institutions

California Corporations Code Section 191(d) provides that a “foreign lending institution” will not be considered to be “doing, transacting or engaging in business” in California solely by reason of engaging in specified categories of activities.  Those activities include, for example, the ownership of loans and the enforcement of loans.  Based on this statute, some foreign lending

The post June 30 Deadline Looms For Foreign Lending Institutions appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/9/2015
Should Directors Be Required To Have Valid Passports?

Lately, I’ve had occasion to think about director qualifications.  Section 212(b)(4) of the California Corporations Code permits the bylaws to to specify the qualifications of directors.  In Section 141(b),the Delaware General Corporation Law similarly authorizes the certificate of incorporation or bylaws to prescribe director qualifications.  Qualifications should be appropriate to the corporation’s business and purpose.

The post Should Directors Be Required To Have Valid Passports? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/8/2015
Nevada Set To Boost Business Fees For Domestic And Foreign Corporations By 150%

Last week, the Nevada legislature passed what the Reno Gazette-Journal has branded as the state’s “largest-ever tax increase”.  Although the state’s legislative website does not yet list the bill as having been approved by Governor Brian Sandoval, the Governor’s office released this laudatory statement concerning the legislation. Nevada corporations and foreign corporations transacting business in Nevada will encounter

The post Nevada Set To Boost Business Fees For Domestic And Foreign Corporations By 150% appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/5/2015
Could This Really Be The Origin Of Due Process?

On Monday, I wrote about the upcoming 800th anniversary of the Magna Carta.  The California Assembly recently took note of the upcoming octocentennial and is considering adoption of a commemorative concurrent resolution.  The resolution, ACR 76, provides a fairly accurate description of the historical events and key clauses of the Magna Carta.  However, I do

The post Could This Really Be The Origin Of Due Process? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/4/2015
Why The WSJ Is Wrong About SEC Rulemaking On Claw backs

As noted by Broc Romanek, The Wall Street Journal yesterday announced: The Securities and Exchange Commission will soon propose long-awaited rules forcing companies to claw back, or revoke, some of their top officials’ incentive pay if they have to restate the financial results that led to it, according to people familiar with the agency’s internal

The post Why The WSJ Is Wrong About SEC Rulemaking On Claw backs appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/3/2015
Court Finds No “Road of Imprudence” or “Chasm of Equity” In Section 25504

Faithful readers of this blog will be familiar with the structure of the California Corporate Securities Law.  Part 5 of the CSL (Cal. Corp. Code §§ 25400 – 25404) proscribes various conduct and Part 6 (Cal. Corp. Code §§ 25500 – 25510) establishes the remedies for violations of Part 5.  See Second Circuit Declines To Apply

The post Court Finds No “Road of Imprudence” or “Chasm of Equity” In Section 25504 appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Blogs 1 - 25 of 913