No Happy Trails For Victorville Tax Increment Bond Financing

For more than thirty years, I’ve driven by, but never stopped at, the Roy Rogers and Dale Evans Museum in Victorville, California.  The museum eventually relocated to Missouri but reportedly did not survive for long.  Despite this notable defection, Victorville has grown remarkably in the last three decades.  Unfortunately, it now finds itself accused of

Why Incorporation May Be Unconstitutional

Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws: “Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 1935,” “Investment Advisers Act of 1940,” and “Investment Company Act of 1940” mean the federal statutes of those names as amended

The California Taxpayer and Shareholder Protection Act of 2003

Ten years ago, there was concern about so-called “expatriate corporations”.  These were corporations that incorporated in foreign jurisdictions to minimize their tax liability.  In reaction to this phenomenon, the legislature added The California Taxpayer and Shareholder Protection Act of 2003 to the Public Contract Code.  2003 Cal. Stats. ch. 657.  In general, this act prohibits a

Thoughts of Tsukiji, the California Constitution and the Corporations Code

Fish Auction, Tsukiji Market, Tokyo, Japan

Lately, I’ve been reading Theodore C. Bestor’s, Tsukiji: The Fish Market at the Center of the World.  Thus, it is no surprise that my thoughts of late have been on piscatorial matters. For example, I’ve always been encouraged by the fact that the California Constitution explicitly guarantees the right to fish.  It’s right there in

Bill Proposes Significant Changes To Finance Lenders Law

If you are in the business of making loans in California, there’s a good chance that you need a license.  Some lenders are licensed under the Real Estate Law while others are licensed under laws governing banks, credit unions or residential mortgage lending.  If a lender doesn’t fall within any of these categories, that lender

Law Mandates CalPERS/CalSTRS Support For Shareholder Resolutions Supporting Religious Minorities

In 1999, the legislature enacted SB 105 (Burton) which obligates CalPERS and CalSTRS to support, whenever feasible, shareholder resolutions at domestic and international corporations in which those funds have invested that are designed to encourage, among other things: Increased representation of individuals from underrepresented religious groups in the work force, including managerial, supervisory, administrative, clerical, and technical

Defining “Qualified Client” – Uff Da!

Corporations Code Section 25234 generally prohibits an investment adviser registered in California to be compensated on the basis of a share of capital gains.  This prohibition is analogous to the prohibition found in Section 205(a)(1) of the Investment Advisers Act of 1940 (IAA).  Congress included this prohibition because it was believed that performance fees might induce

If You Did This, It Would Be Fraud!

All fees, reimbursements, assessments, and other money or amounts charged and collected by the Department are required to be deposited into the the State Corporations Fund.  Cal. Gov’t Code § 13978.6(b).  The legislature created the fund to “effectively support the Department of Corporations” in its administration of the laws subject to its jurisdiction.  Id. In

Emptores Caveant! Buyer Liability In Securities Offerings

Much of the focus of securities litigation is on the liability of sellers, but what about buyers?  Can buyers prevaricate with impunity? Corporations Code Section 25401 prohibits misstatements and omissions of material facts.  Section 25401 explicitly covers persons who “buy” or who “offer to buy” a security.  California’s insider trading statute, Section 25402, also reaches purchases. 

CalPERS Discusses Adoption Of “Investment Beliefs”

The last agenda item for Monday’s meeting of the Investment Committee of the Public Employees’ Retirement System was an ongoing “Discussion of Investment Beliefs”.   No, this wasn’t a theological discussion.  For the last two years, the CalPERS investment office has been involved in discussions about developing a set of “investment beliefs”.   Last fall, CalPERS even retained