Damaging Your Cable Box May Violate The Corporations Code
Your team is ahead but makes a crucial error and loses the game. You may be tempted to vent your frustration on the cable box. Before you do, you should stop and consider Section 14400 of the California Corporations Code. That section allows a cable television corporation to recover treble damages from anyone who willfully and maliciously does any injury Read more...
“O Hateful Error” – What To Do When You Find A Mistake In Your Section 25102(f) Filing
Yesterday, I wrote about electronic filings of notices of exemption under Corporations Code Section 25102(f) and 10 CCR § 260.103. As Alexander Pope observed in his Essay on Man, man is “in endless error hurled”. In other less eloquent words, we all make mistakes. What should be done then, when a mistake is discovered in a filed notice of exemption? Read more...
Electronic Filing of Section 25102(f) Notices
For the last five years, the Commissioner of Corporations has required that notices of exemption filed pursuant to Corporations Code § 25102(f) be filed electronically, except in cases of demonstrable hardship. See 10 CCR § 260.102.14(f). Electronic filing is also required for notices of exemption required to be filed pursuant to 10 CCR § 260.103. To begin the process, you Read more...
Thinking About Converting? You May Need The Commissioner’s Approval!
In 1999, the Business Law Section of the California State Bar sponsored AB 197 (Ackerman). That bill established a comprehensive scheme under the California Corporations Code for the conversion of limited partnerships and limited liability companies into other forms of business entities. The bill, however, did not address the application of the Corporate Securities Law of 1968 to conversion transactions. Read more...
SEC’s Proposed Whistleblower Rules Will Eviscerate Compliance Programs
Last month, I wrote about California’s whistleblower hotline in this post. In early November, the Securities and Exchange Commission issued proposed rules for implementing the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 21F requires, subject to various conditions, that the SEC pay a bounty Read more...
LLC Contractor Licensing – “We’re Not Even Talking About That.”
I’ve welcomed the enactment of SB 392 (Florez) which authorizes the Contractors’ State License Board to issue contractor’s licenses to limited liability companies. Potential LLC licensees should note, however, that SB 392 imposes significant surety bond and liability insurance requirements on LLC’s. Because SB 392 takes effect in a few weeks, I called the CSLB to ask about implementation of the bill. Read more...
California’s Big EASI
My friend, Bill Twomey, suggested a post describing how to get copies of securities and franchise filings made with the Department of Corporations. It’s actually pretty easy. The DOC maintains the California Electronic Access to Securities Information and Franchise Information (aka Cal-EASI) database. With Cal-EASI, you can search for filings from July 25, 2002 by company name, federal employment identification number or various DOC Read more...
Where Are CalPERS’ Placement Agent Disclosure Regulations?
In September 2009, I submitted a petition to the California Office of Administrative Law (OAL) for a determination that CalPERS’ placement agent disclosure guidelines constituted illegal, underground regulations. Although the OAL accepted my petition, CalPERS short circuited a determination by certifying that it would not enforce its guidelines. My position was not that CalPERS should not have disclosure guidelines but Read more...
“One Man Is As Good As Another Until He Has Written A Book”
A few years back, I had the great pleasure of serving with Bruce Dravis as Co-Chairman of the Corporations Committee of the Business Law Section of the California State Bar. The American Bar Association’s Business Law Section will soon be releasing a new and updated version of Bruce’s book on independent directors – The Role of Independent Directors in Corporate Governance. Information on how to order Read more...
“It must be confessed! It WILL be confessed! There is no refuge from confession . . .”
In 2003, California Senator Martha Escutia introduced a bill to make “technical nonsubstantive changes” to a provision of the California Civil Code dealing with construction defects. The bill passed out of the Senate and the Assembly without attracting a single vote of opposition. However, a funny thing happened on the bill’s journey downstairs to the Governor’s office – it was called back. The Read more...
