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SOX Whistleblower Protections Extend to Private Companies: Critical Steps to Take Now [Video]

The Supreme Court in Lawson vs FMR, LLC (delivered March 4, 2014 after a 6-3 vote) has ruled that employees of private companies engaged by public companies are covered by the whistleblower protections of Sarbanes-Oxley Act...more

MoFo New York Tax Insights - Volume 4, Issue 8 - August 2013

In This Issue: ALJ Disallows Combined Filing in Absence of Substantial Intercorporate Transactions; Court Rejects Constitutional Challenge to Tax Credit Deferral Legislation; New York City Loses Another Transfer Tax...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

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

Does The Victims Of Corporate Fraud Compensation Fund Deny Due Process?

In notorious defiance of the California Constitution, the legislature in 2002 established the Victims of Corporate Fraud Compensation Fund. See Victims of Corporate Fraud. The purpose of the fund is to provide ”restitution to...more

A Misleading Article in the Wall Street Journal (Weekend Investor) Suggesting that Social Security is a Funded Pension Plan.

Two U.S. Supreme Court cases long ago confirmed that Social Security is an unfunded federal welfare program. One writer at the Wall Street Journal has apparently yet to get the message. ...more

Gillette Reinstated. If Compact is Elected, LCUP Penalty Shouldn't Apply

The First Appellate District of the California Court of Appeal has once again held that California taxpayers may avail themselves of the Multistate Tax Compact (the Compact) election, which allows for taxpayers to file...more

A Close Shave: California Court of Appeal Rules on Multistate Compact Election

On October 2, 2012, the California Court of Appeal issued an opinion on rehearing in The Gillette Company et al. v. Franchise Tax Board, reversing in full the trial court’s decision in favor of the Franchise Tax Board (FTB)....more

Act 55 Charitable Exemption Standards Undermined Further

The usefulness of the objective Charitable Exemption Standards set out in Act 55 of 1997, the Purely Public Charity Act, seems to have been further undermined by a recent Commonwealth Court decision. As discussed in our May...more

California’s New LLC Act – Call Me Laocoon, But I Foresee A Mess!

On Friday, Governor Brown signed SB 323 (Vargas) into law. It was chaptered by the Secretary of State the same day. Section 20 of the bill adds the California Revised Uniform Limited Liability Company Act (RULLCA) to the...more

UPDATE: Sifting Through the Ashes: The Demise of Redevelopment Agencies and the Scramble to Figure Out the Next Step By Brian D....

INTRODUCTION - Faced with a multi-billion dollar budget deficit, Governor Jerry Brown targeted the dissolution of redevelopment agencies (“RDAs”) as a means to lower the deficit and redirect RDA assets to other areas of state...more

Did A State Agency Really Decide That Corporations Have A Right To Assault Weapons?

The California Constitution does not explicitly grant anyone or anything the right to bear arms. However, a recent determination by the Office of Administrative Law has apparently given rise to the misconception that it has...more

CA’s 20% LCUP Penalty Shouldn’t Apply to Compact Elections Under Gillette

Friday, Reed Smith partner and former FTB Chief Counsel Brian Toman submitted a written request for consideration at the FTB's meeting yesterday for the FTB to interpret the 20 percent Large Corporate Understatement Penalty...more

Closure of Stark Whole Hospital Exception Survives Court Challenge

On August 16, 2012, the United States Court of Appeals for the Fifth Circuit dismissed a challenge to the constitutionality of the Affordable Care Act ("ACA") provision that effectively eliminates the "whole hospital"...more

La Debacle – California’s Flawed Bid To Enact The NCCUSL’s LLC Act

For some time, I’ve been sounding the alarm against SB 323 (Vargas). As introduced, this bill would have repealed California’s Beverly-Killea Limited Liability Company Act, Corporations Code Section 17000 et seq., and enact...more

California Legislature Calls Supreme Court Decision “A Serious And Direct Threat To Our Democracy”

The California legislature recently passed a joint resolution, AJR 22 (Wieckowski & Allen), that is harshly critical of the U.S. Supreme Court’s decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010). ...more

Legislature Poised To Impose Huge Costs By Rewriting Every California LLC Operating Agreement

On January 1, 2016, the operating agreement of every limited liability company organized under Beverly-Killea Limited Liability Company Act, Cal. Corp. Code §§ 17000 et seq. may be amended. This is no Millerite prophecy. ...more

The California Constitution, The FACA And The SEC’s New Investor Advisory Committee

Last month the Securities and Exchange Commission announced the formation of a new Investment Advisory Committee. Section 911 of the Dodd-Frank Act created the committee to advise the SEC on: -regulatory...more

Disclosure Bill May Put Retirees At Risk

Recently, I wrote about a bill, SB 1208 (Leno), that would require disclosure of total compensation information with respect to each of a corporation’s five most highly compensated retirees. This requirement would be imposed...more

Will Demoting the DFI, DOC and DRE Matter?

The Governor’s Reorganization Plan would demote the Department of Corporations and the Department of Financial Institutions to the status of divisions within the new Department of Business Oversight. The new DBO would report...more

Governor Brown Submits Agency M&A Proposal

Article V, Section 6 of the California Constitution provides that the legislature may provide by statute for the Governor to “assign and reorganize functions among executive officers and agencies and their employees, other...more

Governor Proposes To Consolidate The DFI And DOC

Article IV, Section 12(a) of the California Constitution requires the Governor to submit to the legislature a proposed budget for the ensuing fiscal year within the first ten days of the calendar year. Governor Jerry Brown...more

State Senator Tim Keller Introduces Legislation to Appoint NM PRC Commissioners

State Senator Tim Keller has introduced proposed legislation to revamp the way Commissioners at the New Mexico Public Regulation Commission are selected. Following a series of scandals, including felony convictions of two of...more

Update on Redevelopment Law: The Supreme Court Makes it Official - Redevelopment is Dead in California

The California Supreme Court released its opinion today in California Redevelopment Association v. Matosantos, challenging the Legislature's adoption of AB 1X 26, providing for elimination of California redevelopment agencies...more

Court Rules Choice Of Law Provision Takes Precedence Over Internal Affairs Doctrine

To say that the Delaware courts and bar are very fond of the internal affairs doctrine is about as controversial as wearing white before Labor Day. If you have any doubts about the sacred status of the doctrine in Delaware, I...more

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