Pipeline Pig Promise Produces No Prudhoe Pork For Plaintiff
What We’ve Got Here is A Failure to Pig In 2006, BP Exploration (Alaska) Inc. shut down its pipelines and oil production in Prudhoe Bay, Alaska after leaks were discovered in two of its pipelines. Both leaks resulted from internal corrosion due to sediment in the pipes. A year later, BP pled guilty to one count of violating the Clean Water Read more...
Two Words To Add To Your Legal Vocabulary
Apparently, It’s Ok To Argufy Before The Delaware Supreme Court Yesterday, I received a notice from the Delaware Supreme Court informing me that a case in which one of my clients is a party has been called for argument. The notice asked that the enclosed “oral argument scheduling acknowledgment form” be completed and returned. I was immediately struck by the signature Read more...
CalPERS/CalSTRS Set To Launch Director Database
Watch the Video The California Public Employees Retirement System (CalPERS) and the California State Teachers Retirement System (CalSTRS) have teamed up on an initiative called the Diverse Director Database (3D Program). The United States Chamber of Commerce expressed its own concerns regarding the 3D program in this letter to the Securities and Exchange Commission. In particular, the Chamber asks the Read more...
Is Big Brother Watching You? In California, All You Have To Do Is Ask.
California’s Information Practices Act On November 7, 1972, the voters of California added the words “and privacy” to Article I, Section 1 of the California Constitution to guarantee an inalienable right of privacy. Five years later, the California legislature enacted the Information Practices Act, Stats. 1977, c. 709, after finding that the “right to privacy is being threatened by the Read more...
You May Be Doing Business In California Even When Not Transacting Intrastate Business
The Question In this Legal Ruling issued on 1/1/11, the Franchise Tax Board addressed the question of whether a sole owner of a disregarded entity (i.e., a qualified Subchapter S corporation or single member limited liability company) is “doing business” in California if the owner has no activities in California other than those of its disregarded entity. The Corporations Code Corporate lawyers Read more...
SEC Slays Redwoods At Fearsome Pace
Yesterday, was a big day for both the regulated and the unregulated adviser industry. “The very rich are different from you and me . . . they have more money” The Securities and Exchange Commission adopted its final “family office” rules. According to the SEC, “family offices” are established by wealthy families to manage their riches, plan for the future and Read more...
When A Corporation Dissolves, Does The Attorney-Client Privilege Live On?
Generally, a corporation’s suit for legal malpractice results in a waiver of the attorney-client privilege. When the corporation’s suit is brought derivatively, however, the privilege is not waived. McDermott, Will & Emery v. Superior Court, 83 Cal. App. 4th 378, 383 (2000). Therein lies a problem. If the attorney-client privilege is not waived by the filing of a derivative suit for Read more...
Does The In Pari Delicto Defense Apply In Derivative Actions?
“In pari delicto” is a Latin phrase meaning in equal fault. It is an equitable defense that precludes a plaintiff from recovering for an injury that arose from a wrongdoing in which she participated. In a shareholder derivative suit, the plaintiff is the corporation. If a shareholder derivative suit is brought against the corporation’s directors and officers, is the in pari delicto defense available? Court Holds That In Pari Delicto Read more...
At The PCAOB, They Give No Words But “Mum”
In March, the Public Company Accounting Oversight Board issued its first public research note. Entitled “Activity Summary and Audit Implications for Reverse Mergers Involving Companies from the China Region (January 1, 2007 through March 31, 2010),” the research note was prepared by the PCAOB’s Office of Research and Analysis (aka ORA). A new fine question – What companies are the Read more...
Commissioner Takes Emergency Action To Put More Time On The Clock For Rule 260.204.9
Yesterday, Commissioner Preston DuFauchard started the process for adding six months to the lifespan of Rule 260.204.9. The Commissioner took this action in light of the imminent expiration of the “private adviser” exemption set forth in Section 203(b)(3) of the Investment Advisers Act of 1940. The Dodd-Frank Act eliminates this exemption effective July 21, 2011. SEC To Adopt Final Invest Adviser Act Rules The Securities Read more...
