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californiacorporate&securities 4/30/2015
There Two Ways To Create An Obligation And Six Ways To Extinguish It

California defines an “obligation” as “a legal duty, by which a person is bound to do or not to do a certain thing.”  Cal. Civ. Code § 1427.  An obligation is created in one of two ways: by contract or by operation of law.  Cal. Civ. Code § 1428.  The Civil Code, however, provides six different means to extinguish an obligation: Performance […]

The post There Two Ways To Create An Obligation And Six Ways To Extinguish It appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/29/2015
Bill Would Clarify When Limited Partnership Life Begins

When does life begin for a California limited partnership?  The California Uniform Limited Partnership Act of 2008 seems to provide inconsistent answers.  The first is found in Corporations Code Section 15902.01(a). In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State and, either before […]

The post Bill Would Clarify When Limited Partnership Life Begins appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/28/2015
California/Delaware Corporate Law Update

If you find yourself in Los Angeles on Thursday, consider attending the Los Angeles County Bar Association’s 2015 California and Delaware Law Update Symposium & Marvin Greene Award Presentation.  Supreme Court Justice Karen Valihura “will share some of her insights from ‘the other side of the bench,’ having recently been appointed to the Delaware Supreme Court after spending twenty-five years as […]

The post California/Delaware Corporate Law Update appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/27/2015
What Exactly Does The SEC Mean By “Permit”?

The Securities and Exchange Commission has proposed rule amendments to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L.  No. 111-203, 124 Stat. 1900 (July 21, 2010).  Among other things, the SEC is proposing to add a new paragraph (i) to Item 407 of Regulation S-K.  This new paragraph would require disclosure of “whether the registrant […]

The post What Exactly Does The SEC Mean By “Permit”? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/23/2015
Finders Bill Finds Success In Assembly Committee

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy committee – the Assembly Committee on Banking and Finance.  The bill passed out of committee on an 11 to 1 vote and its […]

The post Finders Bill Finds Success In Assembly Committee appeared first on California Corporate & Securities Law.

 
diversity&community 4/22/2015
Team Allen Matkins to participate in the OC Marathon

On May 3, 2015, Allen Matkins attorneys and staff will participate in the OC Marathon which supports the Orange County Bar Foundation, a non-profit committed to keeping at-risk youth out of jail, in school, healthy, and drug free through education, counseling, and mentoring. The 18 runners/walkers who participate in this years the full or half marathon, or the 5k, supporte […]

The post Team Allen Matkins to participate in the OC Marathon appeared first on Diversity & Community Involvement.

 
californiacorporate&securities 4/22/2015
Who Files The Most Permit Applications?

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report must include the following information: A summary of the general categories of investments for which permits were approved; The minimum, maximum, and average net worth required […]

The post Who Files The Most Permit Applications? appeared first on California Corporate & Securities Law.

 
California Wireless Law Blog 4/21/2015
Telecoms File Lawsuit Challenging Net Neutrality Rules

The Federal Register officially published the FCC’s new rules governing net neutrality on Monday, April 13, 2015, and the new rules will take effect 60 days following the date of publication. As anticipated, AT&T and the wireless and cable industry groups immediately filed suit in the D.C. Circuit Court to challenge the new rules on Tuesday, April 14, 2015. The […]

The post Telecoms File Lawsuit Challenging Net Neutrality Rules appeared first on California Wireless Law.

 
californiacorporate&securities 4/21/2015
How Many Board Members Are Required To Take Action?

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions: A.  Three members of the board shall constitute a quorum for the purpose of transacting any business of the board. B.  Any final action of the board shall be taken by a majority of […]

The post How Many Board Members Are Required To Take Action? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/20/2015
Will California Require Notice Filings For Regulation A Offerings?

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 3(b)(2) requires the SEC to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. […]

The post Will California Require Notice Filings For Regulation A Offerings? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/17/2015
California AG Asks Retailers And Manufacturers To Report On Supply Chains Act Compliance

The California Attorney General’s office recently sent letters to retailers and manufacturers asking them to demonstrate compliance with the California Transparency in Supply Chains Act or why they are not subject to the act.  I first wrote about the act in early 2011.  It requires retail sellers and manufactures doing business in California to disclose their efforts to eradicate slavery […]

The post California AG Asks Retailers And Manufacturers To Report On Supply Chains Act Compliance appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/16/2015
Study Concludes That California’s Lending Laws Are Number One

In a recently published paper, Colleen Honigsberg, Sharon P. Katz, and Gil Sadka examine the relationship between debt contracts and state law.  Perhaps only Captain Renault will be shocked by their finding that “California represents the most pro-debtor state and New York the most pro-lender.”  They also note that “the states with the most pro-lender law are generally those with the […]

The post Study Concludes That California’s Lending Laws Are Number One appeared first on California Corporate & Securities Law.

 
Social Media & Employment Law Blog for California Employers 4/15/2015
Proposed Arkansas Bill Permitting Employer Access To Employees’ Social Media Accounts Rejected

At the end of March, a bill that would have permitted some employers to require employees to provide access to their personal social media accounts did not garner enough votes to make it out of an Arkansas Senate committee after it passed the Arkansas House of Representatives by an overwhelming majority. Although Arkansas, like multiple other states, had passed a […]

The post Proposed Arkansas Bill Permitting Employer Access To Employees’ Social Media Accounts Rejected appeared first on Social Media and Employment Law.

 
californiacorporate&securities 4/15/2015
Email Notice Without Consent Is Not Notice

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission.  Section 601(b) provides “Notice of a shareholders’ meeting or any report shall be given personally, by electronic transmission by the corporation . . .”.  The statute further provides that notice is deemed to have been given when sent by electronic transmission by the […]

The post Email Notice Without Consent Is Not Notice appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/14/2015
Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code.  Although not required to do so, corporate bylaws often parrot the statute.  One popular guidebook, for example, includes the following sample language concerning waivers of notice: The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever […]

The post Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/13/2015
Why Your Shareholder Meeting Waivers Of Notice May Not Be Up To Snuff

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote.  Cal. Corp. Code § 601(a)  However, if notice isn’t given as required, all may not be lost.  Section 601(e) of the Corporations Code provides that the transactions of any […]

The post Why Your Shareholder Meeting Waivers Of Notice May Not Be Up To Snuff appeared first on California Corporate & Securities Law.

 
diversity&community 4/10/2015
Allen Matkins was awarded the “Betty Bartley Angel with a Heart Award”

Allen Matkins was awarded the “Betty Bartley Angel with a Heart Award” by the Orange County Council on Aging, recognizing the firm’s generous assistance with its SmileMakers program over the holidays. Pamela L. Andes accepted the award on behalf of the firm from Lisa Wright Jenkins, President and CEO of Orange County Council on Aging for helping to bring nearly […]

The post Allen Matkins was awarded the “Betty Bartley Angel with a Heart Award” appeared first on Diversity & Community Involvement.

 
californiacorporate&securities 4/10/2015
DBO Establishes Protocol To Block Unlicensed Payday Lenders’ Ads

When I served as California’s Commissioner of Corporations, Internet commerce was just finding its legs and we were concerned about how to apply the Corporate Securities Law to this new technology.  For state regulators, the challenge has been how to prevent unlicensed activity from entering the state through the Internet.  This week, the Department of Business Oversight announced an initiative […]

The post DBO Establishes Protocol To Block Unlicensed Payday Lenders’ Ads appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/9/2015
Could The SEC Ask Airlines To Produce Data On Delayed And Canceled Flights?

The following story is fiction.  It was imagined following the SEC’s recently settled action against KBR, Inc. Airlines were caught completely off guard yesterday by SEC letters asking that they produce five years of data on delayed and canceled flights to the nation’s capital. The SEC’s action was a continuation of the agency’s inquiry into potential violations of its whistleblower […]

The post Could The SEC Ask Airlines To Produce Data On Delayed And Canceled Flights? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/8/2015
Times May Change But Politicians Don’t

Recently, I’ve been reading about the Greek playwright Euripides.  It is said that Socrates rarely attended plays, but never missed a play by Euripides.  Technology has changed dramatically since the fifth century B.C.E., but it seems that some things don’t change very much at all. In Iphigenia in Aulis, Euripides tells the story of how Agamemnon got the Greek army moving […]

The post Times May Change But Politicians Don’t appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/7/2015
Are The SEC’s Canons Of Ethics Written In The Wind And Waves?

It’s easy to be annoyed by the SEC’s failure to comply with clear statutory mandates.  However, not everyone is longanimous.  Oxfam America, for example, has moved beyond irritation to litigation. See Oxfam America Sues The SEC (Again) For Dilatory Rule Making.  Oxfam America’s suit is based on Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  That law required the SEC […]

The post Are The SEC’s Canons Of Ethics Written In The Wind And Waves? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/6/2015
Collateral Damage – Should Investors Pay The Price Of Government Sting Operations?

Nearly two years ago, I wrote about a Securities and Exchange Commission enforcement action against a penny stock promoter in San Diego.    There’s nothing particularly unusual about the SEC targeting penny stock fraud.  What made this case interesting was the fact that the investigation appeared to involve the government in criminal stock manipulation.  See Did The FBI Violate The CSL? I brought the case to the […]

The post Collateral Damage – Should Investors Pay The Price Of Government Sting Operations? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/3/2015
Is Chametz A Good?

The Jewish holiday of Passover begins at sundown this evening.  In preparation for Passover, observant Jews must dispose of absolutely all chametz, which is basically any food that is made with grain and water that has been allowed to leaven (rise).  One way to dispose of chametz, which is also spelt chometz, is to sell it to a non-Jew and then buy it back after […]

The post Is Chametz A Good? appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/2/2015
Investors Claim Failure To Qualify Justifies Issuer’s Return Of Investment

The remedy for failure to qualify the sale of a security is either rescission or damages.  Cal. Corp. Code § 25503.  Thus, one typically expects to see investors alleging a failure to qualify as grounds for returning their investments.  In a recent case, however, investors argued that a failure to qualify justified not returning their investments to the issuer. This odd […]

The post Investors Claim Failure To Qualify Justifies Issuer’s Return Of Investment appeared first on California Corporate & Securities Law.

 
californiacorporate&securities 4/1/2015
Welcome To California: No Foreign Corporations Need Apply

California continues to hemorrhage corporate charters to Delaware and Nevada.  The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from California to Delaware.  Can California and other states stanch the flow by offering licenses only to domestic corporations? Surely, there must be some constitutional bar to such a […]

The post Welcome To California: No Foreign Corporations Need Apply appeared first on California Corporate & Securities Law.

 
Blogs 1 - 25 of 863