Readers of this space will know that I was an early critic of the SEC's whistleblower program. In 2016, for example, I observed that the SEC had awarded $136 million to only 37 individuals. Earlier, I posted five theses...more
Notably, California has a constitutional limitation on interest rates (Cal. Const. Art. XV, Section 1). Section 25118 exempts certain evidences of indebtedness that meet specified conditions. One of these conditions is...more
Last week, I wrote about California Labor Code § 558.1 which provides that an owner, director, officer, or managing agent of an employer (a "person acting on behalf of an employer") may be liable "as the employer" for...more
7/25/2022
/ California ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Employees ,
Employer Liability Issues ,
Employment Litigation ,
Labor Code ,
Personal Jurisdiction ,
State Labor Laws ,
Wage and Hour
Section 496(a) of the California Penal Code criminalizes the receipt of stolen property. Section 496(c) provides that a person injured by a violation of Section 496(a) may "bring an action for three times the amount of...more
Section 558.1 of the California Labor Code provides that a "person acting on behalf of an employer" may be liable "as the employer" for violating, or causing to be violated, any provision regulating minimum wages or hours and...more
Section 310 of the California Corporations Code concerns two different types of contracts or transactions. The first concerns a contract or other transaction between the corporation and one or more of its directors, or...more
The term "article" has an interesting etymology. It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect things together....more
The Commissioner of the Department of Financial Protection & Innovation is vested with broad statutory authority to issue orders directing the discontinuance of violations or that a person "desist and refrain" from specified...more
While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do. In my experience, it is extremely rare to come across a corporation that has not...more
I don't usually write about insurance coverage cases in part because I find policy language to be unabashedly fuliginous. However, an opinion issued yesterday by the California Court of Appeal warrants some attention because...more
Section 1624 of the California Civil Code specifies a number of agreements that are invalid unless they, or some "note or memorandum thereof", are in writing and signed by the party to be charged or the party's agent. One of...more
According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome . Aeneid, Book 1, line 279. As far as I know, no divinity has made a similar bequest upon the State of...more
Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section...more
The California legislature is currently considering a bill, AB 2080 (Wood) that would, among other things, require notice to, and the written consent of, the Attorney General before entering into an agreement or transaction...more
As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees. This waiver will last until June 30,...more
The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies. The provisions relating to each of these types of...more
Last month, Governor Gavin Newsom announced the appointment of a general counsel for the Department of Financial Protection & Innovation. The appointee, a graduate of Georgetown University Law Center, had previously served...more
A dozen years ago, I wrote about California's single subject rule governing legislation - "A statute shall embrace but one subject, which shall be expressed in its title". Cal. Const. Art. IV, § 9. A similar rule applies to...more
An idealized vision of the family farm holds a special place in the psyche of the American people. But what exactly constitutes a "family farm"? That is one of the definitional challenges that the Department of Financial...more
Diversity jurisdiction of the federal courts requires complete diversity of citizenship. 28 U.S.C. § 1332. If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship. ...more
The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...more
In 2020, California enacted the California Consumer Financial Protection Law, Cal. Fin. Code § 90000 et seq. The CCFPL authorizes the Department of Financial Protection & Innovation to define unfair, deceptive, and abusive...more
This space has previously discussed the question of just how absolute a director's "absolute" right of of inspection really is. See When Is A Director’s Inspection Right Not Absolute? and Defining The Metes And Bounds Of A...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification. Most...more