Constitutional Law › Finance & Banking › Business Organization

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

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

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

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

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

FTB Retroactively Denies "Qualified Small Business Stock" Personal Income Tax Benefits

On December 21, 2012, the Franchise Tax Board ("FTB") released Notice 2012-03 (the "FTB Notice"), which notice outlines the procedures the FTB will apply in response to the Court of Appeal's recent decision in Cutler v....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

Borrowing Money From A Foreign Government May Make You A Subversive Organization In California

In 1941, Robert Noble, Ellis O. Jones and several other individuals were indicted for violating California’s Subversive Organization Registration Law. The defendants were active in a pro-German group called the Friends of...more

Redemptions in kind – the end of the road for in specie distributions?

In the recent case of Re FIA Leveraged Fund the Grand Court considered whether an in specie distribution properly discharged the Fund’s liability to redeeming investors. Rather like the recent Weavering decision, the...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

Corporate and Financial Weekly Digest - May 4, 2012

In this issue: - SEC Issues Additional Guidance on Emerging Growth Companies - CFTC Issues Proposed Interpretative Statement - CFTC to Hold Public Meeting to Consider a Final Rule - CME Issues Advisory...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 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

•United States v. Home Concrete & Supply

Brief Amici Curiae Of National Federation Of Independent Business Small Business Legal Center And CATO Institute in Support Of...

Since the foundational administrative law case of Chevron v. Natural Resources Defense Council (1984), courts have given significant deference to executive agency interpretations of federal law. United States v. Home Concrete...more

Standard Investment Chartered, Inc. v. National Assoc. of Securities Dealers

Brief Amici Curiae Of The CATO Institute And The Competitive Enterprise Institute In Support Of Petitioner

As protestors across America condemn Wall Street for its greed and corruption, the Supreme Court has an opportunity to examine a ruling that holds some of Wall Street's biggest regulators immune from suit. In 2006, the...more

$499 Bankruptcy – Is that for real????

$499 Bankruptcy – Is that for real???? $499, $899, low price, or free bankruptcy advice were a few of the advertisements I saw while searching bankruptcy terms today on Google. Most of these ads were appearing in the Google...more

What’s included in the attorney fees I’m paying?

What’s included in the attorney fees I’m paying? What are you paying for when you hire an attorney? You are paying for the attorney’s time, expertise and for service to start with. Almost all of my cases are handled on a...more

Court of Appeal Decides Buy-Out Questions Under Re-RULPA

California’s Uniform Limited Partnership Act of 2008, commonly known as Re-RULPA, established a mechanism by which partners can avoid a judicial dissolution of the partnership by purchasing for cash the partnership interest...more

U.S. Capital Raising in the Spotlight

The competitiveness of capital markets in the United States and the impact of regulations on capital raising activities by emerging companies have been put in the spotlight again by recent correspondence between Congressman...more

The “Usury Permit” – Fact Or Fiction?

The California Constitution covers many things – everything from the right of privacy (Art. I, Sec. 1) to the rate of interest that may be imposed on a loan or forbearance (Art. XV). Occasionally, I’m asked about how to...more

Foreign Money and Political Activity - 3 Things Associations Must Know

The recent US Chamber experience is a teachable moment for 501(c)6 organizations. Since the Supreme Court held earlier this year that the First Amendment allows corporations and associations to play a more direct role in...more

The consequences of the dissolution of the Netherlands Antilles

The Netherlands Antilles dissolved on October 10, 2010. Curaçao and St. Maarten have become independent countries within the Kingdom of the Netherlands, while Bonaire, St. Eustatius and Saba have become part of the...more

Ohio Federal District Court Rules That HUD's Sham Joint Venture Guidelines Are Unconstitutional

In a decision that was handed down on June 30, 2010, a United States District Court for the Northern District of Ohio has ruled that HUD's sham joint venture guidelines, as contained in HUD's RESPA Statement of Policy 1996-2...more

Supreme Court Curtails Reach of Honest Services Fraud and Affirms Juror Bias Metric

On June 24, 2010, the Supreme Court released its much anticipated decision in the prosecution of former Enron CEO Jeffrey Skilling, sharply curtailing the scope of the federal “honest services” fraud statute. The statute,...more