gray line

News & Publications

blue line

Blogs


Allen Matkins Diversity and Community Involvement

Blogs 1 - 25 of 200
californiacorporate&securities 6/23/2017
Does Work Product Belong To The Lawyer Or The Law Firm?

California has codified the attorney work product doctrine in Section 2018.030 of the California Code of Civil Procedure.  That statute establishes two categories of protected work product.   Under subdivision (a), a “writing that reflects an attorney’s impressions, conclusions, opinions, or legal research or theories is not discoverable under any circumstances”.  Under subdivision (b), other work product of an…

The post Does Work Product Belong To The Lawyer Or The Law Firm? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/21/2017
The Taxpayer Transparency and Fairness Act of 2017 – A Little Bill May Soon Make Big Changes

The talk of California tax practitioners over the last week has been all about the legislature’s passage of AB 102.  This may be surprising to those who read the bill when it was introduced on January 10 of this year, for the bill consisted of one sentence: It is the intent of the Legislature to…

The post The Taxpayer Transparency and Fairness Act of 2017 – A Little Bill May Soon Make Big Changes appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/19/2017
California Finders Rule May Soon Take Effect

Nearly one year ago, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner).  The bill, which was enacted in 2015 and took effect last year, created a new exemption from the broker-dealer requirements for finders, or individuals who, for compensation, introduce potential investors and issuers of securities to each other.  The proposed regulations,…

The post California Finders Rule May Soon Take Effect appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/16/2017
Fictitious Name Use Fails To Engender Standing Or Jurisdictional Issue

California Code of Civil Procedure Section 367 requires that every action must be prosecuted in the name of the real party of interest.  What happens when a plaintiff sues under a fictitious business name of a dissolved foreign limited liability company?  Yesterday, the Court of Appeal answered that question in The Rossdale Group, LLC v.…

The post Fictitious Name Use Fails To Engender Standing Or Jurisdictional Issue appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/15/2017
Does A Political Yard Sign Really Violate The Investment Advisers Act?

“Congress shall make no law . . . abridging the freedom of speech . . . .” Doug Cornelius recently published this post reporting that the SEC staff is taking the position that the pay-to-play rule, Rule 206(4)-5, applies to political yard signs.  The SEC adopted the pay-to-play rule in 2010 to prohibit an investment adviser…

The post Does A Political Yard Sign Really Violate The Investment Advisers Act? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/14/2017
Insider Trading Is Like A Dog Named “Stay”

Insider trading cases remind me of the following joke attributed to stand-up comic Steven Wright: I bought a dog the other day. I named him Stay. It’s fun to call him. “Come here, Stay! Come here, Stay!” He went insane. Regulation of insider trading is a lot like Wright’s unfortunate pet.  Securities regulators encourage investors…

The post Insider Trading Is Like A Dog Named “Stay” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/13/2017
Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices?

The answer to this question in Nevada may soon be an unequivocal “no”.  Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature.  Among other things, Section 2 of SB 203 declares: The directors and officers of a domestic corporation, in exercising their duties under NRS 78.138 and 78.139,…

The post Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/12/2017
Disclaiming Proper Appointment With The Secretary Of State – “All You Have To Do Is Ask”

A lot of things in life may upset you.  One these might be discovering that you have been improperly appointed as an agent for service of process, director or officer of a California corporation.  Corporations Code Section 1503(b) somewhat oddly provides: The resignation of an agent may be effective if, on a form prescribed by…

The post Disclaiming Proper Appointment With The Secretary Of State – “All You Have To Do Is Ask” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/9/2017
Referring To Extraneous Agreements In The Articles of Incorporation

I didn’t take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a “spot” bill.  See “See Spot Run“. As introduced, the bill simply added “which may include a reference to a separate shareholder agreement” to the introductory clause of Corporations Code Section 2000(a).  When I was later asked…

The post Referring To Extraneous Agreements In The Articles of Incorporation appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/8/2017
State Controller Defeats Judgment Creditor’s Claim To Escheated Funds

Here is the question: Can a judgment creditor can enforce an assignment issued pursuant to the Enforcement of Judgments Law (CCP § 680.10 et seq.) for escheated property pursuant to the Unclaimed Property Law (CCP § 1500 et seq.) when the judgment debtor is a suspended corporation pursuant to the Revenue & Taxation Code §…

The post State Controller Defeats Judgment Creditor’s Claim To Escheated Funds appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/7/2017
Did This Corporation’s Law Firm Unwittingly Join The Criminal Prosecution Team?

In Brady v. Maryland, 373 U.S. 83 (1963), the Supreme Court held that the prosecution has a duty under the Fourteenth Amendment’s due process clause to disclose evidence to a criminal defendant.   The former Chief Executive Officer of IAR Systems Software, Inc. invoked this right after the San Mateo District Attorney charged him with felony…

The post Did This Corporation’s Law Firm Unwittingly Join The Criminal Prosecution Team? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/6/2017
Want To “Bury” Your Response To SEC Comments? Here’s How

I have long assumed that when you search “CORRESP” by issuer name, you would see all correspondence filed on EDGAR with respect to that issuer.  I was therefore surprised when I recently searched for a letter responding to the staff’s comments but couldn’t find it either in the complete list of EDGAR filings or by searching…

The post Want To “Bury” Your Response To SEC Comments? Here’s How appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/5/2017
A Shareholder Consent In Its Dotage May Or May Not Be Valid

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent: Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in [Corporations Code] Section 195, setting…

The post A Shareholder Consent In Its Dotage May Or May Not Be Valid appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/2/2017
New Rule 147A And Amendments To Rule 147 Are Now Effective

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A.  See Will New Rule 147A Lead To A Renaissance In California Permit Applications?  These changes took effect on just over a month ago – on April 20, 2017. …

The post New Rule 147A And Amendments To Rule 147 Are Now Effective appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/1/2017
Financial Difficulties – A Bizarrely Vague Standard For Disclosure

Earlier this year, the Securities and Exchange Commission published for comment proposed amendments to the Municipal Securities Disclosure Rule (Rule 15c2-12).  The existing rule is complicated and I will not attempt to explain it here.   For purposes of this discussion, suffice it to say that the SEC is proposing to add an event notice for the occurrence of…

The post Financial Difficulties – A Bizarrely Vague Standard For Disclosure appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/31/2017
Scienter Requirement May Be A Question Of Timing

On several occasions, I have written about whether scienter is required under Corporations Code Section 25401.  That question surfaced again last week in Judge Gonzolo P. Curiel’s ruling on the defendants’ motion to dismiss federal and state securities law claims in Mueller v. San Diego Entm’t Partners, LLC, 2017 U.S. Dist. LEXIS 77643 (S.D. Cal.…

The post Scienter Requirement May Be A Question Of Timing appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/30/2017
Can Usury Ever Be Waived?

California courts have defined “usury” as “the exacting, taking or receiving of a greater rate than is allowed by law, for the use or loan of money.” Ross v. Wheeler 140 Cal. App. 217, 222 (1934).  The California Constitution sets the maximum rate of interest for the loan or forbearance of money not primarily for personal, family…

The post Can Usury Ever Be Waived? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/26/2017
Did A Non-Existent Committee Move To Update Corporations Code?

In April, I kvetched about numerous outdated references in the California Corporations Code.  For example, several provisions of the Code continue to refer to the “Internal Revenue Code of 1954” more than three decades after the enactment of the Internal Revenue Code of 1986.  Other sections refer to federal agencies and laws that no longer…

The post Did A Non-Existent Committee Move To Update Corporations Code? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/24/2017
California Judge Troubled By Trulia Refuses To Approve Settlements

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done?  According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”.  He attributes this shift to decisions by the Delaware courts, including Chancellor Andre G. Bouchard’s refusal to approve a disclosure-only settlement of a merger lawsuit.  In…

The post California Judge Troubled By Trulia Refuses To Approve Settlements appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/23/2017
Officers Of Foreign Corporations And The California Courts

Yesterday’s post concerned Section 2116 of the California Corporations Code.  Courts sometimes describe Section 2116 as codifying the internal affairs doctrine.  See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v. Sutardja, 2015 U.S. Dist. LEXIS 8795 (N.D. Cal. Jan. 26, 2015).  To the extent that Section 2116 codifies the…

The post Officers Of Foreign Corporations And The California Courts appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/22/2017
Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May”

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision.  When the question comes before a California appellate court, the outcome may turn on the meaning of “may” in California Corporations Code Section 2116.  The statute in its entirety provides: The directors of a foreign corporation transacting intrastate…

The post Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May” appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/19/2017
More On Revlon Duties In California

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB).  For those readers not familiar with the CEB, it is a self-supporting program of the University of California that is cosponsored by the State Bar…

The post More On Revlon Duties In California appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/18/2017
Is There A “Revlon Duty” In California?

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere.  One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (1986).  In that case, the Delaware Supreme Court famously proclaimed that once…

The post Is There A “Revlon Duty” In California? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/17/2017
Did The Harvard Shareholder Rights Project Prove Itself Wrong?

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal Securities Law?  The Campaign Against Classified Boards of Directors“.  In this case, “Harvard” was the Harvard Shareholder Rights Project which described itself as “a clinical program operating at…

The post Did The Harvard Shareholder Rights Project Prove Itself Wrong? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 5/16/2017
California And Liquidated Damage Clauses

California Civil Code Section 1671(b) provides that “a provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the contract was made”.  There are several key exceptions to this standard.  First,…

The post California And Liquidated Damage Clauses appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Blogs 1 - 25 of 200