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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

Bill Would Restrain Online Disclosures By The Secretary Of State

California's legislature reconvened last week for the second year of its biennium. Assemblyman Marc Steinorth began the session by introducing a bill requiring the Secretary of State to exclude certain personal information...more

Court Punishes Company For Statement Of Belief

Thomas Carlyle famously called economics, the "dismal science". Sometimes, the law can be equally disheartening. Imagine trying to explain to a client that a statement that the company is "on track" to meet its projections...more

Prevailing Plaintiff Found To Be Liable For Defendant's Legal Fees

The Fourth District Court of Appeal's decision in Burkhalter Kessler Clement & George LLP v. Hamilton (Cal. Ct. of Appeal Case No. G054337 (Jan. 8, 2018) reminded me of the opening lines of Carole King's 1971 hit song Sweet...more

What California Lawyers May Learn From This Delaware Case

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not...more

Plaintiffs File Amended Complaint Against Yahoo! But Is Something Missing?

Last spring, a derivative suit was filed in California Superior Court against certain of current and former directors and officers of Yahoo!, Inc. alleging breach of fiduciary duty in connection with the company's widely...more

Come Now, Venue Is Not A Forum

At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies...more

Court of Appeal Explains Parol Evidence Rule

Today, I am picking up on my discussion of Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS 1150 (Ct. App. Dec. 22, 2017) in this post from last week and last year. Kanno involved the application of the parol...more

Tax Cuts And Jobs Act – My Disclosure List (So Far)

As I and many others start to consider the disclosure implications of the Tax Cuts and Jobs Act, I’ve begun a list of possible disclosure related topics...more

The Form 8-Ks That The SEC May Have Overlooked

As reported by Cydney Posner, Broc Romanek and undoubtedly many others, Corporation Finance staff issued a new Compliance and Disclosure Interpretation addressing whether a re-measurement of a deferred tax asset to...more

Does Choice Of Law Include The Parol Evidence Rule?

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements. Kanno v. Marwit Capital, No....more

Nevada Supreme Court Won’t Allow Advisory Mandamus Escape Hatch

In Archon v. Eight Jud. Dist. Ct., 133 Nev. Adv. Op. 101 (2017), the Nevada Supreme Court provides a concise explanation of the uses of mandamus and administrative mandamus as escape hatches from the final judgment rule. The...more

The General Corporation Law That Doesn’t Exist

Consider the following excerpts from recent filings made with the Securities and Exchange Commission...more

12/21/2017  /  General Corporation Law , SEC

Delaware Supreme Court Defines “Collusion”

A couple of years ago, I taught Administrative Law at the University of California, Irvine School of Law. One of the many theories that we covered was the idea of “regulatory capture”. This is a “term coined by public...more

Pay Ratio Disclosure And The Sometimes Mythical Median Employee

Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act. That statute requires the Securities...more

Does The Sheriff Need A Permit To Sell Shares?

Last week, I wrote about a recent Court of Appeal decision allowing for the possibility that a sale of shares at a sheriff’s sale could amount to conversion. Duke v. Superior Court, 2017 Cal. App. LEXIS 1116. A fundamental...more

Sale Of Shares At Sheriff’s Sale May Constitute Conversion

One might expect that a sheriff’s sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor. A California Court of Appeal, however, has ruled that it could....more

Did The Legislature Grant A License To Lie To The Cannabis Industry?

An entire division of California’s Business & Professions Code is devoted to a single plant genus – Cannabis. The official name of the division is the “Medicinal and Adult-Use Cannabis Regulation and Safety Act” aka the...more

Cannabizfile Comes To California

California Secretary of State Alex Padilla wants to help entrepreneurs in California by launching a new online business portal...more

Move Aside EPA, The SEC Is Now Regulating Ecosystems!

I don’t hear many securities lawyers talking about “ecosystems”. Indeed, I think of the word as being more the province of environmental lawyers. The word itself is an amalgamation of two Greek words – ?????, meaning house,...more

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