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Blogs 1 - 25 of 200
californiacorporate&securities 5/24/2017
California Judge Troubled By Trulia Refuses To Approve Settlements

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done?  According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”.  He attributes this shift to decisions by the Delaware courts, including Chancellor Andre G. Bouchard’s refusal to approve a disclosure-only settlement of a merger lawsuit.  In…

The post California Judge Troubled By Trulia Refuses To Approve Settlements appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/23/2017
Officers Of Foreign Corporations And The California Courts

Yesterday’s post concerned Section 2116 of the California Corporations Code.  Courts sometimes describe Section 2116 as codifying the internal affairs doctrine.  See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v. Sutardja, 2015 U.S. Dist. LEXIS 8795 (N.D. Cal. Jan. 26, 2015).  To the extent that Section 2116 codifies the…

The post Officers Of Foreign Corporations And The California Courts appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/22/2017
Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May”

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision.  When the question comes before a California appellate court, the outcome may turn on the meaning of “may” in California Corporations Code Section 2116.  The statute in its entirety provides: The directors of a foreign corporation transacting intrastate…

The post Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/19/2017
More On Revlon Duties In California

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB).  For those readers not familiar with the CEB, it is a self-supporting program of the University of California that is cosponsored by the State Bar…

The post More On Revlon Duties In California appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/18/2017
Is There A “Revlon Duty” In California?

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere.  One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (1986).  In that case, the Delaware Supreme Court famously proclaimed that once…

The post Is There A “Revlon Duty” In California? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/17/2017
Did The Harvard Shareholder Rights Project Prove Itself Wrong?

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal Securities Law?  The Campaign Against Classified Boards of Directors“.  In this case, “Harvard” was the Harvard Shareholder Rights Project which described itself as “a clinical program operating at…

The post Did The Harvard Shareholder Rights Project Prove Itself Wrong? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/16/2017
California And Liquidated Damage Clauses

California Civil Code Section 1671(b) provides that “a provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the contract was made”.  There are several key exceptions to this standard.  First,…

The post California And Liquidated Damage Clauses appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/15/2017
Partnership Dissolution And A Chief Judge’s Lament

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute.  Chief Judge Lawrence J. O’Neill, however, chose to begin a recent opinion with an invitation to the parties and their attorneys to write their Senators: Judges in the…

The post Partnership Dissolution And A Chief Judge’s Lament appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/12/2017
Federal Judge Rules Out Private Cause Of Action Under California Control Person Statute

Some persons may be deemed to violate the Corporate Securities Law of 1968 even though they did not directly violate the law.  Corporations Code Section 25403(a) provides that a person who with knowledge directly or indirectly controls and induces any person to violate any provision of the CSL or any rule or order thereunder is deemed to be…

The post Federal Judge Rules Out Private Cause Of Action Under California Control Person Statute appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/11/2017
If The Market Makes You Do It, Why Should The SEC?

The basic premise underlying most disclosure requirements seems to be that issuers won’t disclose to investors unless legally required to do so.  Yet, there is ample evidence of issuers making disclosures in the absence of legal compulsion.  Below are just a few examples: Earnings announcements.  While SEC rules require companies to file quarterly and annual…

The post If The Market Makes You Do It, Why Should The SEC? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/10/2017
Real Estate Fund Advisers And Penumbra Registration

Last August, the Securities and Exchange Commission adopted amendments to Form ADV, the form used by investment advisers to register with the SEC and with the states.  Included in these amendments were changes to allow multiple private fund adviser entities operating a single advisory business to file one Form ADV.  These changes formalized prior staff guidance…

The post Real Estate Fund Advisers And Penumbra Registration appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/9/2017
More On Real Estate Funds And The Investment Advisers Act

In a previous post, I began to delve into the question of what is a “real estate fund”.  See SEC Staff Reports On “Real Estate Funds”, But What Exactly Are They?  As noted in that post, a “real estate fund” as defined in Form PF cannot be a company excluded from the definition of an “investment…

The post More On Real Estate Funds And The Investment Advisers Act appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/8/2017
Of Section Symbols And Pilcrows

It wasn’t so very long ago that the lawyer who typed his or her own documents was a rara avis indeed.  Nowadays, there are few attorneys who don’t.  Therefore, I think most lawyers today share the annoyance of inserting the glyph denoting a section – §.  In some applications (such as WordPress on which I type this blog),…

The post Of Section Symbols And Pilcrows appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/5/2017
Knowledge Of Loan Extensions Precludes Exoneration

The California Civil Code devotes several sections to the subject of the exoneration of sureties.  Section 2819, for example, intones: “A surety is exonerated, except so far as he or she may be indemnified by the principal, if by any act of the creditor, without the consent of the surety the original obligation of the…

The post Knowledge Of Loan Extensions Precludes Exoneration appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/4/2017
SEC Staff Reports On “Real Estate Funds”, But What Exactly Are They?

Yesterday, the SEC staff announced that it had published a suite of new data and analyses of private fund statistics and trends.  These data include information with respect to “real estate funds”.  But what exactly is a “real estate fund”?  The answer is more than just a little arcane. The SEC gathers the data from Form PFs.  You are required…

The post SEC Staff Reports On “Real Estate Funds”, But What Exactly Are They? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/3/2017
Will California Regulate Lead Generators?

These are the new leads. These are the Glengarry leads. And to you they’re gold, and you don’t get them. Why? Because to give them to you is just throwing them away. They’re for closers. I’d wish you good luck but you wouldn’t know what to do with it if you got it. Blake (played…

The post Will California Regulate Lead Generators? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/2/2017
Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share.  The gross proceeds of the offering to the company and its selling stockholders was $3.91 billion. Even successful offerings have…

The post Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/1/2017
California And Van Gorkom

As a corporate lawyer, it is hard to ignore the Delaware Supreme Court’s opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009).  Professor Stephen Bainbridge has called it “one of the most important corporate law decisions of the 20th century” and Bernard Sharfman has…

The post California And Van Gorkom appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/28/2017
The Limited Liability Company Agreement That Has No Name

Practitioners under California’s Revised Uniform Limited Liability Company Act will be familiar with the concept of an “operating agreement” (Cal. Corp. Code § 17701.02(s)).  Indeed, I expect that nearly every LLC formed under the CARULLCA has, or will have, some form of operating agreement.  Practitioners, however, may be unaware that the CARULLCA also contemplates the existence of…

The post The Limited Liability Company Agreement That Has No Name appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/27/2017
District Court Rules Plaintiff Failed To Plead Real Estate Investment Was A “Security”

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 provide similar, but not the same, definitions of a “security”.  See Making A List Of Securities And Checking It Twice.  Although these lists are expansive, courts continue to explain why some items on the lists are not securities and why some…

The post District Court Rules Plaintiff Failed To Plead Real Estate Investment Was A “Security” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/26/2017
Buying Assets? Have You Considered This Secretary’s Certificate?

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular course of business).  Presumably, corporate sellers are in a good position to determine whether Section 1001…

The post Buying Assets? Have You Considered This Secretary’s Certificate? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/25/2017
Court Rules Indirect Purchaser Claims Against Theranos May Proceed

Theranos’ anni horribilium began in October 2015 with the publication of a story by investigative reporter John Carreyrou at The Wall Street Journal.  Lawsuits and government investigations ensued.  Although the Theranos recently announced agreements with the Arizona Attorney General and the Centers for Medicare & Medicaid Services, U.S. District Court Magistrate Judge Nathanael M. Cousins last week dealt a setback to the…

The post Court Rules Indirect Purchaser Claims Against Theranos May Proceed appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/24/2017
Court of Appeal Defines Good Faith Defense Under The UFTA

In 2015, the California legislature refurbished the Uniform Fraudulent Transfer Act and rechristened it as the Uniform Voidable Transactions Act.  2015 Cal. Stats. Ch. 44 (SB 161 (Vidak)).  The UFTA has not left the stage entirely as courts continue to address disputes arising under the former law. In Nautilus, Inc. v. Yang, 2017 Cal. App. LEXIS…

The post Court of Appeal Defines Good Faith Defense Under The UFTA appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/21/2017
Looking For A Deceased Celebrity’s Successor-In-Interest? The Secretary Of State Has An Answer

The California Secretary of State’s office is the repository for a vast a disparate number of filings.  Few people, for example, may be aware that they may register with the Secretary of State’s office as a successor-in-interest to a deceased personality pursuant to California Civil Code Section 3344.1.  A person registering as a successor-in-interest must provide…

The post Looking For A Deceased Celebrity’s Successor-In-Interest? The Secretary Of State Has An Answer appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 4/20/2017
Alter Ego and the Nevada LLC

California’s version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:  A member of a limited liability company shall be subject to liability under the common law governing alter ego liability, and shall also be personally liable under a judgment of a court or for any debt, obligation,…

The post Alter Ego and the Nevada LLC appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Blogs 1 - 25 of 200