As has been noted over the years in this space, California strictly prohibits "underground regulations". These are regulations adopted and enforced by state agencies without complying with the public notice and comment...more
Out of Exodus?
The California Supreme Court has held that a contracting party cannot be held liable in tort for conspiracy to interfere with its own contract. Applied Equipment Corp. v. Litton Saudi Arabia Ltd., 7 Cal....more
While there may be a myriad of differences between a physical store and a website, a California Court of Appeal ruled yesterday that corporeal is the equivalent of the incorporeal, at least when it comes to jurisdiction. ...more
An insurer of a suspended corporation has an incentive to defend the corporation because it may be liable to a judgment creditor that obtains a default judgment against the insured suspended corporate. See Cal. Ins. Code §...more
Wanke Industrial, Commercial, Residential, Inc. v. AV Builder Corp., 2020 Cal. App. LEXIS 134, involved a judgment creditor's attempt to enforce its judgment against its judgment debtor's debtor. On appeal, the debtor's...more
Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the...more
In 2014, Kimberly-Clark Corporation, a Delaware corporation, spun off Halyard Health, Inc., a Delaware corporation, pursuant to a distribution agreement. The distribution agreement required Halyard to indemnify Kimberly-Clark...more
The introductory paragraph in Ojjeh v. Brown, 2019 Cal. App. LEXIS 1304, suggests that the case may involve allegations of securities fraud...more
California has had a trademark law on its books since 1941. 1941 Cal. Stats. Ch. 58. The legislature repealed that law in 1967 and replaced it with the Model State Trademark Law drafted by the International Trademark...more
6/25/2019
/ Appeals ,
Constitutional Challenges ,
First Amendment ,
Free Speech ,
Iancu v. Brunetti ,
Lanham Act ,
Reaffirmation ,
Reversal ,
Scandalous/Immoral Marks ,
SCOTUS ,
Trademark Registration ,
Trademarks ,
USPTO ,
Viewpoint Discrimination
After a five week trial, a San Diego jury convicted Ronald Duane Dunham of multiple crimes, including seven counts of securities fraud. He was sentenced to 12 years in prison. After unsuccessfully appealing his conviction to...more
The California Supreme Court has written that a "trust is a fiduciary relationship with respect to property in which the person holding legal title to the property--the trustee--has an equitable obligation to manage the...more
The California Supreme Court has imposed a continuous ownership requirement for shareholder derivative suits under California Corporations Code Section 800. Grosset v. Wenaas, 42 Cal. 4th 1100 (2008). Thus, a shareholder must...more
In an en banc decision issued yesterday, the Ninth Circuit Court of Appeals reversed U.S. District Court Judge Edward M. Chen's denial of a preliminary injunction in an action challenging a San Francisco ordinance requires...more
Several prior posts have discussed California's whistleblower protection statute - Labor Code Section 1102.5. The statute prohibits retaliation against an employee for disclosing information to the government or other...more
The California Supreme Court has adopted a rule of deference to most decisions made by community association boards...more
The parties to an agreement agree upon a change to the terms. Should the change be labeled an "amendment" or a "new agreement". Often this will simply be a question of nomenclature. Sometimes, however, more the difference...more
California Business & Professions Code Section 16600 is particularly tough on covenants not to compete declaring, with certain exceptions, "every contract by which anyone is restrained from engaging in a lawful profession...more
Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act. That may not come of much a...more
California Corporations Code Section 300(a) declares that "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board." Does this mean that...more
Five years ago, I commented on the dearth of authority on whether a reverse triangular merger constitutes an assignment...more
Not quite three years ago, I penned the following lines:
"My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the "internal...more
Section 22303 of the California Financial Code establishes the maximum interest rates applicable to loans less than $2,500. The preceding section incorporates by reference the general Civil Code provision about contract...more
Section 496 of the California Penal Code makes it a crime to receive stolen property. Any person who has been injured by a violation of the statute may bring an action for three times the amount of actual damages, if any,...more
California, unlike other states, takes an absolutist view of covenants not to compete. Section 16600 of the Business and Professions Code declares, with certain exceptions, "every contract by which anyone is restrained from...more
Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any...more