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These Words Enjoy Only A Negative Existence

Some words seem to exist only in the negative. One such word is “uncouth”, which means lacking refinement. For example, the Court of Appeal in People v. Williamson, 207 Cal. App. 2d 839 (1962) upheld a conviction for...more

9/16/2014 - Legal Writing

M&A Broker Exemption Bill Resurrects Financial Statement Replaced in 1988

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt “M&A brokers” from the broker registration requirements of the Securities Exchange Act of...more

9/15/2014 - Broker-Dealer Compliance Registration SEC Securities Exchange Act

A Bad Review For California’s New Non-Disparagement Law

The advent of social media has dramatically lowered the cost to consumers of acquiring and disseminating information. Formerly, only a handful of people might hear about a bad experience with a retailer or service provider. ...more

9/12/2014 - Disparagement New Legislation Retailers Social Media Waivers

SEC Shamelessly Targets Late Filers

Yesterday, the Securities and Exchange Commission announced “charges” against 28 officers, directors, or major shareholders for failing to report timely ownership and transactions as required by Section 16(a) and Section 13...more

9/11/2014 - Dodd-Frank Enforcement Actions Filing Requirements SEC Securities Exchange Act

Let’s Get This Straight, A URL Is Not An Address (At Least In This Case)

Technology continues to challenge the law. For example, what does it mean for someone to have an address? Is that where a person is physically located or where that person can be found in cyberspace? Such were the...more

9/10/2014 - Internet Landlords Tenants Websites

When A Judge Declares A Statute Unconstitutional, What’s An Agency To Do?

In the recent California gubernatorial debate, Governor Jerry Brown defended his decision to appeal Judge Rolf M. True’s ruling in Vergara v. California, Cal. Super. Ct. Case No. BC484642 (June 10, 2014). The case has...more

9/9/2014 - Appeals Education Code Equal Protection Tenure

Attorney-Client privilege In M&A Transactions

The title of this recent law review article frames the problem well, At the Whim of Your Adversaries: California’s Hazards in Sell-Side Representation and Waiver of Attorney-Client Privilege, 54 Santa Clara L. Rev. 651...more

9/8/2014 - Attorney-Client Privilege Proposed Amendments

When A Corporation Dissolves, Do The Directors Become Zombies?

Even though a corporation has dissolved, there may still be a need to take certain corporate actions. For example, the corporation may need to continue to prosecute or defend lawsuits, file a final franchise tax return, or...more

9/5/2014 - Board of Directors Corporate Dissolution Corporate Governance Directors

Does The Corporations Code Permit “Boards R Us”?

In an article published last summer, Professors Stephen Bainbridge and M. Todd Henderson argued that “significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business...more

9/4/2014 - Board of Directors Corporate Governance Corporate Management

Federal Prosecutors: The New Architects Of Corporate Governance

If I asked who or what are the primary sources of corporate governance changes, I would expect the following answers: Congress, the Securities and Exchange Commission, the stock exchanges, proxy advisory firms, public pension...more

9/3/2014 - Compliance Corporate Governance Criminal Prosecution Deferred Prosecution Agreements DOJ Enforcement Enforcement Actions Non-Prosecution Agreements

Why The Brouhaha Over “Gadfly”?

University of California – Berkeley law school Professor Steven Davidoff Solomon started a contretemps amongst corporate governance mavens when he published this piece in The New York Times DealBook. Broc Romanek, writing...more

9/2/2014 - User-Generated Content

I Just Don’t Understand Labor Day

I just don’t understand Labor Day. To be more specific, I don’t understand the holiday’s name. “Labor” is derived from the Latin word meaning work or toil. Etymologically speaking, therefore, Labor Day is Work Day. To me,...more

8/29/2014

Why Keeping Corporate Lawyers Quiet Is Good For Us All

In a recent post in The New York Times DealBook, Berkeley Law School Professor Steven Davidoff Solomon argues that keeping corporate lawyers silent “can shelter wrongdoing”. I completely agree that the attorney-client...more

8/28/2014 - Attorney-Client Privilege Corporate Counsel Corporate Governance Ethics Information Management

Judge Rules Choice Of Law Waives CSL Claim

I was quite surprised to read Judge Gregory M. Sleet’s ruling in OpenGate Capital Group LLC v. Thermo Fisher Scientific Inc., 2014 U.S. Dist. LEXIS 92256 (D. Del. July 8, 2014). The lawsuit was brought by the purchaser of a...more

8/27/2014 - Choice-of-Law Conflicts of Laws Purchase Agreement

Company Sues Former Officer For Failing To File Form 4s

A complaint filed in the Central District of California caught my eye because it involved the rather unusual circumstance of a corporation suing a former director and officer for, among other things, failing to file reports...more

8/26/2014 - Chief Compliance Officers Directors Professional Liability Reporting Requirements Securities Exchange Act

Court Rules LLC Form Provided No Fiduciary Shield To Personal Jurisdiction

Last Friday’s post concerned whether a plaintiff could establish jurisdiction by tagging a corporate officer attending a conference in California. The question was whether a corporation is present wherever its officers are...more

8/25/2014 - Breach of Duty Fiduciary Duty Jurisdiction LLC Officers Personal Jurisdiction

Ninth Circuit Finds No Tag Jurisdiction Over Foreign Corporation

When a corporation sends an officer to a conference in California, is the corporation present in California? A corporation can only act through its officers. Thus, it might be said that the corporation is present wherever...more

8/22/2014 - Foreign Corporations Foreign Jurisdictions Jurisdiction Professional Liability

Indemnification And The Circle Of Litigation

An employee sues his employer for, among other things, violations of the California Labor Code. The quondam employer responds with a counterclaim against its erstwhile employee claiming that to the extent it is liable, the...more

8/21/2014 - Counterclaims Employer Liability Issues Indemnification Labor Code

Can A Whistleblower Disclose What Has Already Been Reported?

In California, employees who blow the whistle are protected from retaliation by Labor Code § 1102.5(b) which provides...more

8/21/2014 - Employer Liability Issues Retaliation Whistleblower Protection Policies Whistleblowers

If A Tree Falls In The City, Is It Serving A Public Purpose?

Today’s posting has nothing to do with corporate law and everything to do with trees. On November 30 and December 1, 2011, the City of Pasadena experienced an unusually violent windstorm. Wind speeds in excess of 100 miles...more

8/19/2014 - Property Damage Property Insurance Severe Weather

California Finders Bill Trapped In The Weeds As Legislative Deadline Looms

The question of whether finders’ fees can be paid in securities transactions has bedeviled issuers for decades. The Corporations Committee of the Business Law Section of the California has tried to address this recurring...more

8/18/2014 - Deadlines Legislative Agendas

Some Questions About Delaware’s New Law Allowing Parties To Extend The Statute Of Limitations

Delaware recently amended its law to allow parties to a written contracting involving at least $100,000 to provide that any action based on that contract may be brought within a period specified in that contract provided that...more

8/15/2014 - Cause of Action Accrual Statute of Limitations UCC

Insurer Claims Attorney-Client Privilege Of Third Parties Prohibits Disclosure To Its Own Attorneys

At first, this case seems somewhat pedestrian – a lawyer sues her erstwhile law firm for employment discrimination. But then things get complicated. It turns out that the lawyer was employed by a law firm that was employed...more

8/14/2014 - Attorney-Client Privilege Discrimination Third-Party Relationships Third-Party Risk

Has California Lost Its Jurisdictional Anchor For Securities Fraud Actions?

Does California’s securities fraud statute apply to offers and sales of securities that are made in other states, in Europe, or on the moon? Actually, there is no way to know. Formerly, California Corporations Code Section...more

8/13/2014 - Class Action Fraud Jurisdiction Securities Fraud

Supreme Court Blocks Citizens United Advisory Proposition From Ballot

I’ve previously reported on SB 1272 which was rushed through the legislature and allowed to become “law” without Governor Brown’s signature. The bill, authored by Senator Ted Lieu, calls for an advisory vote on whether the...more

8/12/2014

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