What Does The UCC Have To Do With M&A Anyway?
For several years, I taught a law school class covering sales, personal property leases, and documents of title – Uniform Commercial Code Articles 1, 2, 2A, and 7. At one time, the UCC was the big thing in American law. Now it has become workaday area of the law. Nonetheless, it remains an important, and I fear, often overlooked, subject. I suspect that many Read more...
No Necessity; No Regulation!
In May, I wrote about a rare bird – a request by a legislative committee for priority review of a regulation by the Office of Administrative Law. See “Not As Rare As An Ivory-Billed Woodpecker, But Still A Rara Avis“. Recently, the OAL completed its review and issued its decision. Recall that the OAL does not review regulations from a Read more...
If It’s Not Clear, It’s Neither French Nor Legal
The Eighteenth Century French journalist, Antoine de Rivarol wrote ”Ce qui n’est pas clair n’est pas français (what is not clear is not French)”. The same might be said of regulations under California’s Administrative Procedure Act. All regulations must meet the six standards set forth in Government Code Section 11349.1: Necessity, Authority, Clarity, Consistency, Reference, and Nonduplication. Today, I’ll tackle the clarity Read more...
The Egyptian Connection To California Records Retention
Last August, there was a brouhaha about the Securities and Exchange Commission’s document destruction procedures. See “This Time, Record Destruction Claims Are Aimed At The SEC“. For the SEC and other federal agencies, the Federal Records Act of 1950, codified at 44 U.S.C. ch. 31, establishes the framework for records management programs. Here in California we have the State Records Management Read more...
California Is Ground Zero For Forum Selection
In a forthcoming paper to be published in the Delaware Journal of Corporate Law, former SEC Commissioner Joseph A. Grundfest concludes that the forum selection is a peculiarly California-Delaware pas de deux: The largest percentage of publicly traded entities with intra-corporate forum selection provisions, 31.6% of the sample (42 of 133), are headquartered in California, and all of these entities designate Delaware Read more...
Effecting A Short-Form Merger? Don’t Forget To Give Notice
Although California’s General Corporation Law is frequently criticized as overly restrictive, it does have one virtue. It is rationally organized. Thus, it begins with a long series of defined terms, starting with “acknowledged” and ending with “written”. It even provides a definition of “short-form merger”. Cal. Corp. Code § 187. In California, a short-form merger may either be “upstream” (a Read more...
CalPERS Suffers Standing Setback In Spiking Suit
Last Friday, Sacramento Superior Court Judge Michael P. Kenny ruled on demurrers to a petition for a writ of mandamus filed against the Board of Administration of the California Public Employees Retirement System, California Prison Healthcare Receivership Corporation, Judicial Council of California-Administrative Ofice of the Courts, and J. Clark Kelso. I wrote about this case a year ago when Judge Allen Sumner was set Read more...
June 30 Was The Filing Deadline For Statements By Foreign Lending Institutions
In this March post, I wrote about the problem of indeterminacy created by the legislature’s use of the word “includes” in defining terms in the General Corporation Law. “Includes” is usually interpreted in statutes and rules as a term of enlargement, not limitation. Hassan v. Mercy American River Hospital, 31 Cal. 4th 709, 717 (2003). Thus, one never really knows the full extent of what may be Read more...
Commissioner Files Private Fund Adviser Exemption With The Office Of Administrative Law
Almost There On July 16, 2012, the Commissioner of Corporations filed with the Office of Administrative Law proposed amendments to Rule 260.204.9. These amendments will create a new framework for exempting advisers to private pooled investment vehicles from the investment adviser registration requirement under the Corporate Securities Law of 1968. OAL review is the prepenultimate step towards the effectiveness of permanent amendments Read more...
California Bill Threatens Market Exception For Dissenters’ Rights
The California legislature is taking its summer recess and will reconvene on August 6. Joint Rule 51(b)(2). It will then sit until August 31 which is the last day for either the Senate or the Assembly to pass bills. Cal. Const. Art. IV, §10(c) and Joint Rule. 61(b)(17). One bill that has been somewhat of a sleeper is AB 1680 authored Read more...
