Latest Publications

Share:

Is “Whistle-Blow” A Bad Word?

John Doe 2 v. Superior Court, 2016 Cal. App. LEXIS 635 (Cal. Ct. App. 2016)If someone send an email stating that they hope that they might whistle-blow on you, have you been libeled? Los Angeles County Superior Court Judge...more

8/3/2016  /  Appeals , Email , Libel , Whistleblowers

Giving A Hand To Mandamus

“Mandamus” is the first person plural present indicative active form of the Latin word meaning to command. It is most likely the result of combining the Latin word for “hand”, manus, with the Latin word “to give”, do. Some...more

Shares May Have Voting Rights But Not Voting Power

Section 400 of the California Corporations Code establishes the following ground rules with respect to the voting rights of shares: - Classes or series of shares may have full, limited or no voting rights; -...more

Which Do You Use: Decisionmaking, Decision Making, or Decision-Making?

Recently, UCLA Law School Professor Stephen Bainbridge wrote about his allegiance to writing “decision making” as two words. In support, he cites the Chicago Manual of Style. I think that the Manual actually makes a...more

7/29/2016  /  Legal Writing , Young Lawyers

“Interim Final Temporary Rules”, Say What?

Visitors to the Securities and Exchange Commission’s website will find a pull-down menu entitled “Regulation”. One of the items on that menu has the oxymoronic title of “Interim Final Temporary Rules”. How can a rule be...more

CARULLCA Amendment Purporting To Eliminate Surprise May Do The Opposite

Readers will know that I’m no fan of California’s Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the...more

Is Rescission Ever Legal?

Yesterday’s post concerned when a corporation’s rescission of the issuance of shares does not constitute a “distribution to its shareholders” as defined in Section 166 of the California Corporations Code. I noted that one of...more

When A Share Rescission Is Not A Distribution

Section 166 of the California Corporations Code defines “distribution to its shareholders”. Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes...more

Nevada Supreme Court Refuses To “Blue Pencil” Unreasonable Non-Compete

Nevada, unlike California, applies a reasonableness test to non-compete agreements. Although the Nevada courts haven’t identified a specific heuristic to be followed, a covenant not to compete will be found to be...more

In The DBO’s World, Money, Money, Money Transmitters

Many may not realize that the Money Transmitter Division of the California Department of Business Oversight licenses and regulates money transmitters. Money transmitters include issuers of payment instruments (money orders),...more

California And Delaware Corporate Law Differ In Many Respects, Including The Authority Of Committees

Both California and Delaware allow the formations of committees of the Board of Directors. Both states also allow these committees to exercise the authority of the board, but with certain exceptions. California, however,...more

Court Allows An Exhausted FTC To Serve Summons On The California Secretary Of State

The Federal Trade Commission is not pleased with Discountmetalbrokers, Inc. In fact, the FTC is so unhappy with the company that it filed a complaint alleging that the company held itself out as a legitimate seller of gold...more

The SEC’s Sorcerer’s Stone – Changing EBITDA From A Performance Measure Into Liquidity Measure

Recently, Broc Romanek hosted another one of his excellent webcasts. This one covered the SEC’s Division of Corporation Finance’s recent issuance of several new and modified Compliance & Disclosure Interpretations regarding...more

What’s With The “U” In Guarantee (Or Should That Be Guaranty)?

Spelling and pronouncing English words can be a challenge. I’ve often been puzzled by the word “guarantee”. What’s the point of including the unpronounced “u”? The word is derived from an Old French word, garantir meaning...more

7/15/2016  /  Legal Writing

The DBO Wants Your Social Security Number, But Is It Legal?

Readers will recall that last year the California legislature created a statutory exemption for finders from the California’s registration requirement for broker-dealers (Chap. 743, Stats. 2015). That exemption, codified at...more

How Much Does Your Banker Make?

In the midst of the Great Depression, The New Yorker published a poem by Ogden Nash entitled “Bankers Are Just Like Anybody Else, Except Richer”. But are bankers really wealthier than hoi polloi? The answer may be found in...more

Is Rule 10b-5 The “Mother Of All Litotes”?

Yesterday’s post addressed the use of litotes in California’s broker-dealer suitability rule. Litotes can be an effective rhetorical device, but as Judge Frank H. Easterbrook observed, it is also ambiguous. Associated...more

Suitability Of Broker-Dealer Recommendations And Litotes

The Financial Industry Regulatory Authority, better known as FINRA, imposes a suitability requirement on its members. Rule 2111(a) requires, in part, that a broker-dealer or registered representative “have a reasonable basis...more

Class A Is Class A and Class B Is Class B And Shall Ever The Twain Meet?

In addition to directors and officers, Section 16 of the Securities Exchange Act of 1934 applies to every person who is “directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security...more

Is Certiorari A Possibility For SLUSA Question Not Addressed By Any Federal Circuit Court?

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under...more

Liechtenstein and Article II, Section 1 of the Constitution

I spent the Fourth of July holiday in the Fürstentum Liechtenstein, a very beautiful and surprisingly inaccessible part of Europe. Its capital city has no airport. The country is also largely vertical, as it is sandwiched...more

California Legislature Mulls Anti-Short Selling Bill

In April, I wrote about a bill, SB 726 (Hueso), that would have added a new section to the Corporate Securities Law banning false statements to government officials for the purpose of manipulating the price of a company’s...more

Does “Valid When Made” Apply To Evidences Of Indebtedness Qualified Under The CSL?

Many have expressed disappointment that the U.S. Supreme Court denied certiorari in Midland Funding, LLC v. Madden. The question presented by the petitioners in the case was as follows...more

SEC Declines To Define “Mineral” In Resource Extraction Rule But Then Defines It Anyway

As reported by Broc Romanek yesterday, the Securities and Exchange Commission adopted (again) a resource extraction rule. Congress had ordered the SEC to adopt a rule by April 17, 2011. After belatedly adopting a rule, the...more

Is Counterfeit Currency A Bank Note?

Counterfeiting was once considered to be tantamount to treason. It is still a serious, but not capital, crime. In fact, it is one of only four crimes specifically mentioned in the Constitution. Notably, however, the...more

2,987 Results
 / 
View per page
Page: of 120

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide