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Court Of Appeal Finds No Right To Jury In Shareholder Class Action

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more

California Securities Law Claims Founder On Personal Jurisdiction

Establishing personal jurisdiction may seem mundane, but without it a plaintiff may soon find itself out of court, as did the plaintiff in Marshall v. Galvanoni, 2017 U.S. Dist. LEXIS 185530....more

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

As I have mentioned on numerous occasions, California has its own insider trading statute – California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general,...more

Do You Have To Be Old To Be A Veteran?

On Saturday, the country honored its veterans. November 11 was originally designated as “Armistice Day” in recognition of the date on which fighting in the First World War ended. It became a legal holiday in 1938 only a few...more

11/13/2017  /  Veterans

Judge Alex Kozinski On Debt Versus Equity

Judge Alex Kozinski succinctly frames the debt versus equity battle in this opinion issued yesterday...more

More On Disclosure Under SEC Rule 701(e)

As mentioned yesterday, Corporation Finance (often referred to as “Corp Fin”) recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e). I find myself...more

Corp Fin’s New Rule 701 C&DI And California’s Compensation Plan Exemption

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more

Does The California Finance Lenders Law Prohibit “Table Funding”?

A loan is “table funded” when at settlement it is contemporaneously assigned to the person that provides the funds. Is table funding an illegal business practice under the California Finance Lenders Law? The Fourth District...more

BrokerCheck – FINRA’s Dread Permanent Record

Many a school child has received the awful warning to be careful lest some offense be entered on his or her “permanent record”. As required by statute (15 U.S.C. § 78o-3(i)), the Financial Industry Regulatory Authority, Inc....more

What’s The Plural Of Condominium?

Wednesday’s post was entitled “Condominiums And The California Corporate Securities Law“. Today’s post concerns whether I used the proper plural form of “condominium”....more

11/3/2017  /  Legal Writing

Promoters And California’s Limited Offering Exemption

I was admitted to the bar the same year that the legislature completed its parturition of a new limited offering exemption under the Corporate Securities Law of 1968 – California Corporations Code Section 25102(f). AB 1518,...more

Condominiums And The California Corporate Securities Law

Some four years ago, I wrote about the Ninth Circuit Court of Appeals’ holding in Salameh v. Tarsadia Hotel, 726 F.3d 1124 (9th Cir. 2013). For those readers who don’t remember the post or the case, the Court of Appeals held...more

Post No Bills

Planning for a congregational picnic this Sunday past, a local Lutheran church sought permission to use the neighboring Catholic church’s parking lot. The Catholic church graciously agreed to allow the use of its lot...more

11/1/2017  /  Fraud Alerts , Scams , SEC

A Corporate Law Takeaway From Judge Nelson’s Ruling In The Talcum Powder Case

After a three week trial that included extensive expert testimony, a Los Angeles jury returned a $417 million verdict against Johnson & Johnson ($68 million non-economic and $340 million punitive damages) and its subsidiary...more

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

Recently, I came across a list of unicorns. These are private companies with valuations of $1 billion or more. I can’t vouch for the accuracy of the list, but I did recognize many of the names. Many of the companies on the...more

Valid Reasons May Exist For Reincorporating In Delaware, But This Isn’t One Of Them

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware. One company in a recently filed proxy statement made the following claim (among others)...more

Can “And” Be A Disjunctive Conjunction?

Yesterday, I wrote about New York Judge Marcy Friedman’s opinion in Special Situations Fund III QP, L.P. v Overland Storage, Inc., 2017 N.Y. Misc. LEXIS 3878, 2017 NY Slip Op 32125 (Oct. 10, 2017). The case involved a...more

New York Judge Considers Meaning Of “Voting Power” In California Contract

Chapter 1 of the California General Corporation Law includes a large number of definitions, beginning with “Acknowledged” (Section 149) and ending with “Written, in writing” (Section 195). It is easy to gloss over these...more

Court Rules LLC Members May Be “Fiduciaries In Fact”

U.S. District Court Judge Tena Campbell’s ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say. The case involved claims by the liquidating...more

Professor Bainbridge Precises Corporate Philanthropy

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy. He notes “Virtually all states have adopted statutes specifically granting corporations the power to make...more

California And Virtual Annual Meetings

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders. 72 Del. Laws, c. 343, §§ 7, 8. In the ensuing years, an...more

Las Vegas’ Airport And The Lawyer Who Went “All In” For His Client

Passengers flying to Las Vegas arrive at the McCarran International Airport. Having spent my youth in Las Vegas, I have many memories of going to the airport to greet arriving family or to fly East for school. Then, there...more

10/18/2017  /  Airports

What Kind Of California Corporation Must Include A Salary Limitation In Its Articles Or Bylaws?

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid...more

Filing Statements Of Information Online

Last June, the California Secretary of State’s office announced bizfile California, which it described as “a new online portal to help businesses file, search, and order business records quickly and conveniently from one...more

What Is A Foreign Registrant And Why Must They Translate Their Names?

Earlier this week, the Securities and Exchange Commission proposed amendments to Regulation S-K, and related rules and forms. According to the SEC, these are intended to modernize and simplify certain disclosure requirements...more

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