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Just When We Thought Measure 97 Was Dead—It May Be Back!

As I reported previously, Oregon Measure 97 was overwhelmingly defeated by voters in the state’s general election this past November. It certainly appeared that the voters spoke loudly and clearly on November 8, 2016, when...more

Federal Whistleblower Laws Collide With The Attorney-Client Privilege: The Bio-Rad Case Study

Seyfarth Synopsis: Federal whistleblower laws collide with the in-house attorney-client privilege. The trial round goes to the whistleblower. The expected appellate round has still not been fought. In a February 7,...more

Magistrate Judge Rules SEC’s Attorney-Conduct Rules Preempt State Law

Last December, Chief Magistrate Judge Joseph C. Spero ruled that the SEC’s attorney-conduct rules preempt California’s statutory and professional rules requiring attorneys to maintain inviolate the confidences. Wadler v....more

South Carolina Court of Appeals, in Olds v. City of Goose Creek, Affirms Circuit Court Order Regarding Definition of Gross Income...

In Olds v. City of Goose Creek, 2016 S.C. App. LEXIS 147, the South Carolina Court of Appeals provides a thorough discussion of the application of the South Carolina business license tax to a taxpayer’s gross income. The...more

Developing a Plan for Cannabis Industry Banking

Following voter approval of recreational cannabis, the California State Treasurer’s Office reported that by 2020 cannabis sales will increase by an estimated $6.64 billion. By taxing cannabis, California could bring in an...more

California Court Rules Sarbanes-Oxley Preempts California Law Regarding Privileged Communications in Suit by Former In-House...

By determining that the Sarbanes-Oxley Act (“SOX” or the “Act”) preempts California’s ethical rules, the Northern District of California ruled that an in-house attorney can rely on privileged communications and confidential...more

Internal Affairs Doctrine Leads To Dismissal Of An Aiding And Abetting A Breach Of Fiduciary Duty Claim By NC Business Court

A lot of North Carolina court decisions have questioned whether a claim for "aiding and abetting a breach of fiduciary duty" can be made in North Carolina (many of them are cited in ¶16 of the Islet Sciences Opinion...more

Banking Problems for a Whole Industry

About half of the States have legalized marijuana for either or both medical and recreational use. Despite being legal under various state laws, businesses operating in the marijuana industry continue to encounter federal...more

Five Gnostic Exemptions From The Qualification Requirements Of The Corporate Securities Law

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code. Cal. Corp. Code...more

Despite Privilege, GC May Pursue Whistleblower Retaliation Suit under SOX and Dodd–Frank

California’s USDC–ND ruled that Bio-Rad Laboratories’ former General Counsel may use privileged communications to prove his retaliatory-discharge case prosecuted under Sarbanes–Oxley and Dodd–Frank’s whistleblower...more

Unregistered Sales Of Certificates Of Deposit

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and “unregistered sales of certificates of...more

The Florida Medical Marijuana Law and Your Community Association - What You Need to Prepare For

With the recent passing of the Florida Medical Marijuana Law, there are two primary concerns for community associations and country clubs as it relates to this new amendment: - Do you have rules in place regarding usage...more

Selling Marijuana is still a Federal Crime, but income must be reported

The prevalence of state laws legalizing the sale of marijuana does nothing to change federal law. Marijuana remains a Schedule 1 drug under the Controlled Substances Act, (21 USC 801, et seq). The act of manufacturing,...more

New Delaware Unclaimed Property Decision Further Complicates Landscape

Another federal judge slams Delaware’s unclaimed property audit methodology but rejects the holder’s reliance on the priority rules as a defense to the audit demands. See Marathon Petroleum Corp. et al. v. Cook et al., No....more

Third Circuit Court of Appeals Concludes that Section 303(i) Does Not Preempt State Law Claims of Non-Debtors Predicated on the...

In Rosenberg, et al. v. DVI Receivables XVII, LLC, 2016 WL 4501675, at *1 (3d Cir. Aug. 29, 2016), the Third Circuit Court of Appeals held that damages awarded pursuant to Section 303(i) of the Bankruptcy Code for an...more

Patronage Capital Case Successfully Removed to Federal Court

In December 2015, two plaintiffs filed a class action complaint against Pennsylvania’s REA Energy Cooperative, Inc. The complaint, which was filed on behalf of current and former cooperative members, asserted that REA must...more

Withholding Tax Contrary to EU Law: The Brisal Case

On 13 July, the Court of Justice of the European Union (CJEU) released its decision in the Brisal case (C-18/15). The Brisal case has potentially far reaching implications for European Union (EU) businesses that either...more

SEC Prevails in Regulation A+ Litigation

Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a “Tier 2 Offering”). Tier 2 Offerings are not...more

Corporate and Financial Weekly Digest - Volume XI, Issue 24

SEC/CORPORATE - DC Circuit Court Rejects States’ Challenge of Blue Sky Preemption Under Regulation A+ - On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges...more

Supreme Court Decides Commonwealth of Puerto Rico v. Franklin California Tax-Free Trust

On June 13, 2016, the Supreme Court of the United States decided Commonwealth of Puerto Rico v. Franklin California Tax-Free Trust, No. 15-233, holding that Chapter 9 of the federal bankruptcy code preempts Puerto Rico’s...more

Is A Blue Sky Exemption For Farms Sustainable?

Today, California regulates the offer and sale of securities more by exemption than qualification. In addition, California and other states have lost authority over a significant amount of securities transactions due to...more

Making the Safe Harbors Safe Again - United States Court of Appeals for the Second Circuit Holds That State Law Constructive...

The Bankruptcy Code contains “safe harbors” that, among other things, exempt transfers made in connection with certain financial contracts, including securities contracts, from avoidance by the bankruptcy trustee as...more

Second Circuit Limits Creditors’ Ability to Claw Back LBO Payments

A recent decision by the U.S. Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation,1 represents a significant victory for shareholders who may get cashed out in connection with a...more

Brazil: Municipal Service Tax changes will impact dissemination, delivery of advertising and publicity in São Paulo City

This month, the Treasury Department of the City of São Paulo released Normative Ruling SF No. 1/2016 about the Tax on Services (ISS) on the dissemination, provision and insertion of advertising and publicity. ...more

Bill Threatens To Yank Qualification Upon Any Change In Management

Sometimes, I run across bills that seem to defy rational explanation. AB 2610 (Holden) appeared to be one such bill. Under the California Corporate Securities Law of 1968, the offer and sale of securities must be...more

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