Business Organization › Constitutional Law

Bitcoin And The Corporations Code

I’ve been seeing an increasing number of references to Bitcoin and other forms of virtual or crypto currencies in the news. For example, Jeffrey Sparshott and Robin Sidel of the Wall Street Journal reported last week that...more

State + Local Tax Insights -- Spring 2013

In This Issue: Factor Representation: Is It Unconstitutional for a State to Have It Both Ways?; Upcoming Speaking Engagements; Expanded California Sales and Use Tax Exclusions for Advanced Manufacturing Projects; and...more

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

Legislature Acts To Forestall Business Filings Götterdämmerung

Anyone who has submitted a business filing to the California Secretary of State’s office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply...more

Bill Aims To Make Foreign Nonqualified LLC Contracts Voidable

As discussed in prior posts, “transacting intrastate business” is not the same as “doing business”. See You may Be Doing Business in California Even When Not Transacting Intrastate Business. The former is what determines...more

The PUHCA, Chenery & The Run For The Roses

Earlier this week, I mentioned the former Public Utility Holding Company Act (aka PUHCA). Although it was repealed several years ago, the PUHCA remains important as the legal substrate upon which the famous, and still...more

The Supreme Court Again Revisits (And May Rein In) Personal Jurisdiction: Two Cases Now Up Next Term

On April 22, 2013, the Supreme Court granted review in another personal jurisdiction case: DaimlerChrysler AG v. Bauman, No. 11-965 (cert. granted Apr. 22, 2013). The question presented in DaimlerChrysler is “whether it...more

Why Incorporation May Be Unconstitutional

Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws...more

Law Firm Fraternization Policy Leads to Lawsuit

Romantic relationships in the workplace can often wreak havoc. However, one law firm’s fraternization program is now the basis for an employment lawsuit. Kimberly A. Elkjer is suing her Texas law firm over its policy of...more

Using the Privilege: Fifth Amendment Fundamentals for Corporations

Most in-house lawyers, if they're fortunate, haven't bumped up against the Fifth Amendment and its related issues since the bar exam. After all, the so-called "nickel" typically arises solely in the criminal context, and...more

Law Mandates CalPERS/CalSTRS Support For Shareholder Resolutions Supporting Religious Minorities

In 1999, the legislature enacted SB 105 (Burton) which obligates CalPERS and CalSTRS to support, whenever feasible, shareholder resolutions at domestic and international corporations in which those funds have invested that...more

Avoid Getting Between A Rock And A Hard Place: Don’t Become A Client’s Surrogate In Communicating With The Government

Sometimes, even seemingly innocuous acts can cause intractable problems. In one recent tax case, United States v. Matsa, S.D. Ohio No. 09-297, 2010 WL 117548 (Oct. 19, 2010), a simple letter from an attorney to the government...more

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

Reverse Veil Piercing and the Religious Rights of For-Profit Employers: An Article Review

A number of companies have challenged the HHS mandate's requirements on contraceptive services because of religious objections to contraception or abortifacients. Some of these cases are brought by closely-held for-profit...more

Without An “Intelligible Principle” Can The SEC Adopt Political Spending Rules?

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more

Challenging The Condominium Association That Tried To Ban Judaism At The Door

This past April a Connecticut condominium association reversed its decision to prohibit Mezuzahs on the doorposts of residents' apartments. A Mezuzah is a Jewish religious article in the shape of a small rectangle, which...more

Unsettled Settlements(?): The Effect of an Invalidated Recess Appointment on the CFPB Director’s Authority to Settle Proceedings

The constitutionality of President Obama’s recess appointment of Richard Cordray as Director of the Consumer Financial Protection Bureau (“CFPB”) is being challenged in a lawsuit filed in the U.S. District Court for the...more

Inside The Courts - March 2013 | Volume 5 | Issue 1

In This Issue: *U.S. SUPREME COURT - Class Certificaton - Amgen Inc. v. Conn. Ret. Plans and Trust Funds, No. 11 1085 (U.S. Feb. 27, 2013) - Statutes of Limitations - Gabelli v. Sec. & Exch. Comm’n, No....more

Are Political Contributions Ultra Vires?

It’s been three years, but the Supreme Court’s decision in Citizens United v. Federal Election Comm’n, 558 US 50 (2010) continues to foment a fierce debate about corporate political spending. In February, Representative Adam...more

The State Of California Seeks Back Taxes From Small-Business Shareholder- Not So Fast

A closer look at federal constitutional case law would seem to indicate that the State of California may not find it so easy to seek refunds plus interest after all....more

The Founding of Damon Key Leong Kupchak Hastert (1963-2013)

Founded in Honolulu in 1963 by Frank Damon, a Hawai‘i-born descendant of missionaries from New England, and Henry Shigekane, the son of Japanese immigrants, Damon & Shigekane pioneered new territory by crossing ethnic lines —...more

Canning v. National Labor Relations Board

Obama NLRB Recess Appointments Unconstitutional (Text Copy)

Full text copy of the District of Columbia Court of Appeals ruling in Canning v. National Labor Relations Board, which found President Obama’s recess appointments of three members to the NLRB in January 2012 to be...more

Senator Seeks 24-Hour Advance Notice Of Corporate Political Contributions/Assemblymember Asks For Constitutional Convention

Yesterday, Broc Romanek noted the continuing interest in mandating disclosure of political spending by corporations. See Battle Lines Being Drawn: Political Spending Disclosures. We are also seeing activity here in...more

Forum Selection Bylaws And The California Constitution

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law. See A Forum Selection Clause Issue That You May Not Have Heard About...more

Fourth Circuit Holds Bankruptcy Trustee Cannot Pursue Former Directors Of Bankrupt Holding Company For Alleged Mismanagement Of...

On December 28, the U.S. Court of Appeals for the Fourth Circuit affirmed a district court holding that a bankruptcy trustee lacked standing to sue former directors of an insolvent bank holding company for alleged...more