Californians Like To Whistle While They Work

California Ranked No. 1! The staff at the Securities and Exchange Commission recently released the 2012 Annual Report on the Dodd-Frank Whistleblower Program.  It turns out that California leads the other states in terms of the number of tips received.   According to the report, California accounted for 17.4% of all tips received.  The next highest ranking state,

NV SOS Introduces Sleek New B2G Solution

Even if you don’t make business filings in Nevada, I encourage you to check out the Nevada Secretary of State’s business portal – SilverFlume.  This is a truly innovative site with a high degree of cross-agency integration.  SilverFlume has many features that I have not seen on any other Secretary of State’s website (if your state offers anything

Even When You Expect To Win The Value Of Your Suit May Be Negative

In prior posts, I’ve written about risk.  See “To The SEC, ‘Risk’ Is A Four Letter Word“.  In my view, risk should be understood as the product of the probabilities of a range of outcomes and the consequences of those outcomes.  In assessing risk, both positive and negative outcomes should be considered.  Yesterday, I wrote

U.S. Supreme Court Holds That State Courts Must Not Assume The Arbitrator’s Role By Declaring Non-Compete Agreements Null And Void

A short per curiam opinion issued yesterday by the United States Supreme Court concerning an employment dispute in Oklahoma is likely to result in consternation in California.  Nitro-Lift Technologies, L.L.C. v. Howard, 568 U.S. ___ (2012) involved a dispute between an employer and two of its former employees.  The employees had signed confidentiality and noncompetition agreements that

Defendant Prevails On Non-Existent Contract

Sometimes, the law simply gets “curiouser and curiouser”.  Last week, I happened across a decision by the Fourth District Court of Appeal that reached the remarkable conclusion that a defendant was the prevailing party on a contract that it had proved didn’t exist.  Douglas E. Barnhart, Inc. v. CMC Fabricators, Inc., 2012 Cal. App. LEXIS 1202 (Nov.

Lincoln (The Movie) Overlooks Nevada

Steven Spielberg’s new film, Lincoln, focuses not on the assassination of the President or the end of the Civil War, but on Congress’ passage of the Thirteenth Amendment. The film depicts President Lincoln as a skilled, but not overly scrupulous, politician dedicated as much to ending slavery as to ending the war.  According to the

“Sweat Equity” Means No Security

There was no such thing as a limited liability company in 1933, 1934 or even 1968.  Thus, Congress and the California legislature had no reason to consider whether a membership interest in an LLC constitutes a security when they drafted the Securities Act, the Exchange Act and the Corporate Securities Law.  When California enacted the Beverely-Killea Limited

Law Firm Uses Attorney-Client Privilege As Shield In Derivative Suit

Nancy Wojtas at Cooley LLP recently brought an interesting ruling to my attention that involves the interplay between derivative litigation and the attorney-client privilege, IP Telesis Inc. v. Velocity Networks Inc., C.D. Cal. Case No.CV 11-09950 RGK (AJWx) (Nov. 5, 2012).  The case involved a derivative suit against a law firm.   The plaintiff charged the law firm with aiding,

Can Congress Veto A Rule Adopted By The SEC?

The Small Business Regulatory Enforcement Fairness Act of 1996, P.L. 104-121, March 29, 1996, provides that before a federal agency rule may take effect, the agency must submit to each house of the Congress and to the Comptroller General a report containing: a copy of the rule; a concise general statement relating to the rule, including whether

Want To Reduce The Costs Of Controlling Cheating By Corporate Agents? Paper Suggests Incorporating In Nevada

Last month, I mentioned a recent article by Professor Michal Barzuza which described Nevada as applying “a strikingly lax corporate law to its corporations”.  Michal Barzuza, Market Segmentation: The Rise of Nevada as a Liability-Free Jurisdiction, 98 Va. Law Rev. 935 (2012).  Now, Professor Bruce Kobayashi and the late Professor Larry Ribstein have published an article that