Never fear? Smith Is No Longer Here -
Yesterday’s post highlighted Section 316 of the California Corporations Code, a statute that imposes joint and several liability on directors who approve specified transactions such...more
Section 316(a) of the California Corporations Code imposes joint and several liability on directors who approve any of the following actions...more
Readers will know that I have been a frequent critic of California’s Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. In many cases, it is simply hard to believe that the legislature really...more
A year ago, I addressed the effective date of California legislative bills in this post. In California, the people can also exercise legislative power through two different mechanisms – the initiative and the referendum. In...more
Not quite a year ago, I wrote:
A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable. Under Article IV, Section 8(b), the legislature may make no law...more
Many are speculating on the future of federal securities regulation as a result of the election of Donald J. Trump and the concomitant Republican control of both houses of Congress. Broc Romanek, for example, asks whether...more
On Wednesday, June 16, 1858, delegates of the Republican State Convention of Illinois gathered in Representatives’ Hall in Springfield. At about 5:00 p.m., delegate Charles L. Wilson submitted the following resolution...more
In recognition of today’s election, today’s post is about polls, poles and Poles.
The General Corporation Law uses the word “poll” exactly once – in describing the duties of the inspectors of election at meetings of...more
Last week, I wrote that the Securities and Exchange Commission is sending letters to registrants requesting information about compliance with Regulation G and Item 10(e) of Regulation S-K. These letters request issuers to...more
Consider the following fact pattern -
Joe is the Chief Executive Officer of Transient, Inc., a Delaware corporation that is headquartered in Dallas, Texas. Transient’s sole asset is 100 acres of undeveloped land in...more
In a forthcoming paper, Professors Murali Jagannathan (Binghamton University School of Management) and A.C. Pritchard (University of Michigan Law School) evaluate whether there might be relationship between incorporation in...more
Directors and officers cannot always base their decisions on first-hand information. As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a...more
Last Friday, I discussed the ramifications of affixing a secretary’s certificate to a deed or instrument conveying or otherwise transferring any assets of a corporation. Today’s post covers the legal effect of obtaining a...more
Congress, not the Securities and Exchange Commission, established the whistleblower program six years ago as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As the program has awarded over $100 million...more
Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement. I wonder, however, how many buyers or secured lenders...more
Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an...more
Contractual indemnity provisions often broadly provide for the payment of the indemnified party’s attorney fees. In Alki v. Superior Court, 2016 Cal. App. LEXIS 892 (Cal. Ct. App. 2016), for example, a fund administration...more
Yesterday’s post discussed the SEC staff’s recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP financial measures. Item...more
For at least a century, it has been said that only three things matter in real estate: location, location, location. Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of...more
Delaware has long dominated the market for incorporations. Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations. ...more
In this post, Professor Douglas K. Moll attacks the question of whether a partner has “actual authority, simply as a matter of his ‘partner’ status, to bind the partnership to an ordinary business transaction”...more
Readers of this blog will know that California marches to its own drummer when it comes to the enforceability of covenants not to compete. California Business & Professions Code Section 16600 declares these covenants void...more
The regulation of “swaps” lies at the intersection of the commodities and securities regulation. In the parlance of commodity regulation, a “swap” is a contract or transaction that provides for a payment dependent on an...more
Last week, I wrote about the venue implications of the location (or lack of) a corporation’s principal executive office. The location of a corporation’s PEO isn’t just about venue, however. Numerous provisions of the...more
The California General Corporation Law does not require that a California corporation have a principal executive office located in California. In fact, Section 177 explicitly contemplates that a corporation’s PEO may be...more