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Court Of Appeal Decides Against Arbitration Bylaw Amendment

Much has been written of late about the enforceability of exclusive forum bylaws. What happens when the forum isn’t a court, but an arbitration? Does it make any difference if the arbitration bylaw is adopted after a...more

1/29/2015 - Appeals Arbitration Bylaws Exclusive Forum Proposed Amendments

California AG Declares Whistleblower Tally A State Secret

Since 2004, 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...more

1/28/2015 - Form 10-K Public Records Act Whistleblower Hotlines Whole Foods

Victims Of Corporate Fraud Compensation Fund

In the waning days of the 2001-2002 legislative session, then Assemblymember Kevin Shelley gutted and amended AB 55. As introduced, AB 55 would have amended the Elections Code. Instead, AB 55 became the vehicle for the...more

1/27/2015 - Amended Legislation Corporate Fraud Fraud VCFCF Victims Of Corporate Fraud Compensation Fund

Commissioner Ponders Whether To Exempt Real Estate Brokers From Investment Adviser Registration

Last week, the Commissioner of Business Oversight issued an invitation for comment on whether to exempt real estate brokers from the investment adviser certification requirement under the Corporate Securities Law of 1968....more

1/26/2015 - Certifications Department of Business Oversight Exemptions Harvard University Investment Adviser Licensing Rules Real Estate Brokers Shareholder Rights Project

Magna Carta Friday – King John Guarantees The Freedom Of The English Church

As I’ve mentioned, this year marks the 800th anniversary of the sealing of the Magna Carta by King John at Runnymede.  I previously posted the introduction and my translation of the original Latin of the 1215 version.  Today,...more

1/23/2015 - Magna Carta

Some LLC Names Slip Past California’s Statutory Ban

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more

1/22/2015 - ALJ Corporations Code Limited Liability Companies RULLCA SEC Secretary of State

SEC Charges Attorney For Allegedly False Legal Opinion

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC’s order instituting proceedings alleges that the...more

1/21/2015 - Consideration Corporate Issuers Enforcement Actions False Statements Issuers Opinion Letter Registration Statement SEC Shell Companies Stocks

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

1/20/2015 - Board of Directors Mary Jo White No-Action Letters Proxy Access Rule Proxy Statements SEC Shareholder Activism Shareholder Proposals Shareholders Whole Foods

This Is One Form 8-K, You’ll Never Want To File

In a recently filed Form 8-K, an international money transmitter, Xoom Corporation, reported that been the victim of a criminal fraud. This was no small heist. According to company, over $30 million had been transferred to...more

1/16/2015 - Cyber Crimes Form 8-K Fraud Money Transmitter SEC

Representing Others Before The SEC

Not too long ago, I wrote about the Shareholder Rights Project (SRP) at Harvard Law School, noting that the SRP’s website and correspondence to the Securities and Exchange Commission explicitly stated that the SRP was...more

1/15/2015 - Client Services Harvard Law School Sarbanes-Oxley SEC

This Stockholder Would Rather Fly To Delaware Than Drive To L.A.

Yesterday’s post mentioned the recent Delaware Supreme Court decision in United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014). The case involved an inspection demand under Section 220 of the Delaware...more

1/14/2015 - Books & Records Delaware General Corporation Law Inspection Rights Shareholder Litigation Shareholders

Stockholder Inspections Of Delaware Corporations In California

In United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014), the Delaware Supreme Court held that the Court of Chancery had authority to condition a stockholder’s inspection under Section 220 of the Delaware...more

1/13/2015 - Books & Records Corporations Code Delaware General Corporation Law Inspection Rights Internal Affairs Doctrine Shareholders

‘Tis A “Bootless Labour” To Ask The Staff To Appeal Its Own No-Action Advice

In This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing, I wrote about Jim McRitchie’s attempt to “appeal” the staff’s decision with respect to the exclusion of his proxy access proposal to Whole Foods Market,...more

1/12/2015 - Appeals No-Action Letters SEC Shareholder Proposals Shareholders Whole Foods

It’s Magna Carta Friday!

This year marks the 800th anniversary of King John of England’s sealing of the Magna Carta at the field of Runnymede. Readers may remember that King John was the youngest brother of the more celebrated Richard Coeur de Lion...more

1/9/2015 - Magna Carta

CalPERS Continues To Take Shots At The Press

I continue to be shocked at CalPERS’ vitriolic approach towards the press. In the last 12 months, CalPERS has taken on The Wall Street Journal, Fox News, several California metropolitan newspapers, several local newspapers,...more

1/8/2015 - CalPERS Ethics Media SEC

More Questions About California’s Section 25102(f) Exemption

Earlier this week, I addressed some common queries regarding California’s limited offering exemption, which is often referred to as the “F” exemption because it is found in Corporations Code Section 25102(f). Today’s post...more

1/7/2015 - Corporate Governance Corporations Code Department of Business Oversight Section 25102f Share Certificates Shareholders Small Offering Exemptions

Removing California Securities Legends

When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h). Although that exemption remains on the...more

1/6/2015 - Corporations Code Securities Share Certificates Shareholders Small Offering Exemptions Stock Restrictions

Recurrent Rogations Regarding California’s Section 25102(f) Exemption

Section 25102(f) is perhaps the most commonly used exemption from qualification under the California Corporate Securities Law of 1968. Here are just a few of the questions that the Department of Business Oversight receives...more

1/5/2015 - Department of Business Oversight Offerings Section 25102f Securities Small Offering Exemptions

Whole Foods Files Preliminary Proxy Statement Without Shareholder Proxy Access Proposal

Earlier this week, I wrote about Jim McRitchie’s “appeal” of the SEC staff’s decision to concur with the Whole Foods’ exclusion of his shareholder proxy access proposal based on the inclusion of a company proposal. ...more

12/31/2014 - Proxy Access Rule Shareholder Proposals Shareholders Whole Foods

Court Holds Corporation “Coulda, Shoulda” Revived Itself

California law provides that a domestic corporation that fails to pay certain taxes and penalties may have its corporate rights and privileges suspended. Cal. Rev. & Tax. Code § 23301. While suspended, a corporation may not...more

12/30/2014 - Appeals Certificate of Revivor Franchise Tax Board Jurisdiction

This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing

Last week, James McRitchie submitted an “appeal” of the staff’s grant of no-action advice to Whole Foods Market, Inc. As explained in a post by Broc Romanek, Whole Foods was able to obtain that staff’s concurrence in...more

12/29/2014 - Appeals No-Action Letters Proxy Season Proxy Statements SEC Shareholder Proposals Shareholders Whole Foods

Shareholder Rights Project Rewrites Website

Last week when I visited the Shareholder Rights Project’s website, I noted that the SRP described itself as “representing and advising five institutional investors, four public pension funds and one foundation”. Not being...more

12/24/2014 - Client Services Harvard Law School

SEC Condemns Breach Of Client Confidences While Offering Possible Bounties For Breaches

Yesterday, the Securities and Exchange Commission announced that it had “charged a California-based attorney and his wife with insider trading on confidential information obtained from a corporate client.” According to the...more

12/23/2014 - Attorney-Client Privilege Confidential Information Enforcement Actions Insider Trading Material Nonpublic Information Pharmaceutical Manufacturers SEC Whistleblower Awards

The Shareholder Rights Project: Advice And Representation

Professor (and former SEC Commissioner) Joseph A. Grundfest and incumbent SEC Commissioner Daniel M. Gallagher have certainly fomented a spirited donnybrook over the Shareholder Rights Project at Harvard. As discussed in...more

12/22/2014 - Harvard University Shareholder Rights

This May Not Be Rocket Science, But Is NASAA’s Form D Filing Fee Legal?

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD). The EFD allows issuers to file Form Ds in Rule 506 offerings online. A...more

12/19/2014 - Electronic Filing Filing Fees Form D Filing NASAA Rule 506 Offerings Securities

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