Got Judgment? It May Not Be Too Late To Add A Judgment Debtor
Suppose that you sue a limited liability company to enforce a note and win your case. You also sue the sole owner of the LLC for fraud, but the court is not persuaded. Now, you have a judgement against the LLC but would really like to add the sole owner of the LLC as a judgment debtor. The alter ego Read more...
Defining The Metes And Bounds Of A Director’s Absolute Right To Inspect
A year ago, I wrote this post discussing the Court of Appeal’s decision in Wolf v. CDS Devco, 185 Cal.App.4th 903 (2010). In that case, a director was removed shortly after filing an inspection demand pursuant to Corporations Code Section 1602. Before removal, the director inadvertently sent the corporation a copy of his complaint to enforce his inspection rights. The Read more...
More On Privity And Section 25500
In this May 10, 2011 post, I wrote that U.S. District Court Judge Jeffrey S. White had ruled that privity is required under Section 25500. Louisiana Pacific Corp. v. Money Mkt. 1 Institutional Inv. Dealer, Fed. Sec. L. Rep. (CCH) P96,262 (March 28, 2011). I noted, however, that the leading treatise on California’s securities laws had stated the opposite. Harold Read more...
Federal Court Says City Is Immune From State Securities Law Claims
It’s a good situation when you can make the rules for everyone else but immunize yourself from those same rules. California’s Corporate Securities Law of 1968 declares it unlawful for any “person” to offer or sell a security by means of any written or oral communication that includes an untrue statement of material fact or omits to state a material Read more...
Business Roundtable v. SEC – Winners And Losers
Last week, I wrote about the D.C. Circuit Court of Appeal’s decision in Business Roundtable v. SEC which vacated Rule 14a-11. Obviously, the decision was a victory for the Business Roundtable and the Chamber of Commerce and a stinging loss for the SEC. Other Winners Other winners include Commissioners Troy Paredes and Kathleen Casey (whose term expires this year) who Read more...
D.C. Circuit Delivers Harsh Judgment On SEC Rule 14a-11
Today, the United States District Court of Appeals issued its opinion in the challenge to Rule 14a-11 by the Business Roundtable and Chamber of Commerce. The Court of Appeals vacated the rule finding that the Securities and Exchange Commission acted “arbitrarily and capriciously for having failed to assess adequately the economic effects of the rule.” Pointedly, the Court noted that Read more...
Apparently, They Need To Swear More In North Dakota
Swearing Is Required By The California Constitution[1] When I was appointed Commissioner of Corporations, I took an oath to support the U.S. and California constitutions. Although I don’t recall inquiring about the source of the oath at the time, the oath (and its text) is set forth in Article XX, Section 3 of the California constitution. The constitution goes on Read more...
Second DCA Takes Issue With Fourth DCA Over Privity
Privity is one those requirements that isn’t intrinsically interesting and yet it is extremely important. Over the last year, I’ve written several posts discussing the privity requirement (or lack thereof) under the Corporate Securities Law of 1968, including these posts: Court Rejects Control Requirement For Director Liability (discussing Hellum v. Breyer, 194 Cal.App.4th 1300 (2011)); Is Privity Required Or Not Required Read more...
Can A Contract Between Two California Corporations Be Subject To A UN Treaty?
On Monday, I mentioned the United Nations Convention on Contracts for the International Sale of Goods (aka the “CISG”). The CISG generally applies to contracts for the sale of goods when the parties have their places of business in different contracting states. The focus is on where the parties’ places of business are located, not the jurisdictions in which the parties Read more...
California May No Longer Send Corporate Felons To Prison
The California legislature went into recess on July 15. Several bills that would amend the California Corporations Code await action when the legislators return on August 15. However, the legislature has already enacted and the Governor has signed a bill amending numerous provisions of the Corporations Code. Numerous Corporations Code Sections Are Amended AB 109 was introduced in January and Read more...
