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Legislator Seeks To Require Inspection Of Records In California

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .". The statute is silent on where the inspection must occur. In Innes v. Diablo...more

Is A Prize-Linked Savings Account A Lottery?

In 2014, the United States Congress enacted the American Savings Promotion Act, P.L. 113–251 (DEC. 18, 2014) permitting financial institutions to offer savings accounts, with the added feature of offering chances to win...more

California CPAs Report Few Restatements But Many Are Not Reportable 

California's Accountancy Act requires licensees to report to the California Board of Accountancy, among other things, "Any restatement of a financial statement and related disclosures by a client audited by the licensee". ...more

Just Who Are A Corporation's "Regular Officers"?

California declares it unlawful for any person to engage in the business of, act in the capacity of, advertise as, or assume to act as a real estate broker or a real estate salesperson within California without first...more

Directors Fail To Escape Liability For Approving Dividend

I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014. That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to...more

Department Of Business Oversight Continues To Grow

On January 10, 2018, Governor Jerry Brown issued his proposed budget for California's 2018/2019 fiscal year. The proposed budget detail is available here. The Governor is proposing a modest increase (about 3%) in the total...more

Was This Interim Final Rule More Final Than Interim?

I in this post from July 2016, I took the Securities and Exchange Commission to task for adding Item 16 to Form 10-K as an "Interim Final Rule". As I then explained, Interim Final Rules constitute an end-run on the notice...more

Federal Court Allows Reverse Veil Piercing Of Unincorporated Association

Last August, I published this post about the Fourth District Court of Appeal's decision allowing reverse veil piercing in the case of a Delaware limited liability company even though the court had refused to allow it in the...more

DBO Reports Increase In Adviser Examinations

The California Department of Business Oversight recently issued its annual Broker-Dealer/Investment Adviser report for the fiscal year ended June 30, 2017. The DBO reports that it had 3,808 investment adviser firms licensed...more

Does California Place Your Company At Risk?

Is doing business in California risky? More than a few companies seem to think so. Below are few California related risks that I noticed in the risk factors section of recently filed Form 10-Ks. ...more

Saints, Sanctions and Cicero

Yesterday's post included the following description of an article about alleged misconduct by a company's CEO...more

2/2/2018  /  Willful Misconduct

The Board and #MeToo

The following fact pattern should be familiar. A high-profile news story runs detailing years of sexual harassment by the CEO of a company. Four women sued, claiming that the CEO repeatedly propositioned or groped female...more

Who Visits The SEC's Public Reference Room Anyway?

I see the following disclosure in many Form 10-Ks...more

The SEC Shows That It's Never Too Late To Correct Some Mistakes

In 1997, the Securities and Exchange Commission adopted revisions to forms and schedules filed under the Securities Act of 1933, the Securities Exchange Act of 1934, related provisions of the Investment Company Act of 1940...more

1/30/2018  /  SEC , Updated Forms

Why RULLCA Cabins The Duty Of Loyalty

I always enjoy hearing from readers of this blog, although I must admit that I enjoy it more when they are not pointing out an error. Last Friday, I noted that Professor Douglas K. Moll was questioning why California's...more

This Professor Asks Why Does CARULLCA Cabin The Duty Of Loyalty?

Professor Douglas K. Moll points out a small, but significant, difference between the duty of loyalty owed by a partner under California's Uniform Partnership Act of 1994 and the duty of loyalty owed by a member or manager...more

California Bill Would Mandate Gender Quotas For Publicly Traded Companies

Earlier this month, California Senators Hannah-Beth Jackson and Toni G. Atkins introduced a bill, SB 826, that would require a publicly held corporation with its principal places of business in California to have a minimum...more

Consternation Over Congress' Elimination Of Outside Directors

The "Tax Cuts and Jobs Act" is giving compensation committees and their advisors much to consider. Readers may recall that the limitation on a public company's ability to deduct compensation of specified officers did not...more

Mark Twain On Insider Trading

Roughing It is Samuel L. Clemens' highly engaging account of his time vagabondizing in Nevada, California and Hawaii. The book contains a great deal of information about "the rise, growth and culmination of the silver-mining...more

1/23/2018  /  Insider Trading

Why A "Grant" Must, By Definition, Be In Writing 

The word "transfer" is derived from two (what else?) Latin words - trans and ferre. The former meaning "across" and the latter meaning "to carry". In a non-technical sense, a "transfer" can involve a simple change in...more

1/22/2018  /  Civil Code , Transfers

Where Is A Holding Company's Principal Place Of Business?

Businesses often prefer to have their cases tried in federal court, but the U.S. District Courts are courts of limited jurisdiction. When there is no federal question at issue, the Court's jurisdiction may depend on whether...more

Before Filing A Lawsuit, You May Want To Review Your Offering Documents

This post by John O'Brien for Legal Newsline is a reminder to securities issuers that they might want to review their prior offering documents before filing a lawsuit in which they make inconsistent allegations and disclose...more

Does George Babbitt Need a Broker-Dealer License (Part IV)

Today's post picks up where I left of more than seven years ago with the question of whether a licensed real estate broker must be licensed as a broker-dealer under the California Corporate Securities Law of 1968. See Does...more

SEC Proposes To Rewrite The FOIA

For more than a half century, the Freedom of Information Act (aka FOIA) grants any person a legally enforcable right to obtain access to federal agency records (with certain exceptions). The FOIA requires federal agencies to...more

1/16/2018  /  Fees , FOIA , SEC

The CFLL Is Dead; Long Live The CFL!

In a change that escaped my notice, the legislature has seen fit to rename the venerable California Finance Lenders Law as the California Financing Law. This legislation, Stats. 2017, ch. 475 (AB 1284 (Dababneh)), was...more

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