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CALIFORNIA CORPORATE & SECURITIES LAW

How Long Is The SEC Required To Keep Your Form 4?

Earlier this year, I tried to figure out the rules applicable to record retention at the Securities and Exchange Commission.  Here is what I’ve learned: The Federal Records Act of 1950, codified at 44 U.S.C. ch. 31, establishes the framework for records management programs for the SEC and other federal agencies. The National Archives and…

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This Time, Record Destruction Claims Are Aimed At The SEC

Most have heard the saying “do as I say, not as I do” but I expect that fewer know the full quotation.  Its author was the remarkable English polyhistor, John Selden (1584-1654).  Here’s the full quotation from The Table Talk of John Selden: Preachers say, Do as I say, not as I do.  But if the physician had…

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Suit Against CalPERS Survives Demurrer For The Time Being

Last Friday, I wrote this post about Sacramento Superior Court Judge Allen Sumner’s tentative ruling in a case alleging that CalPERS improperly laundered the salary of the receiver appointed by the U.S. District Court to oversee California’s prison health care.  On Tuesday, Judge Sumner signed this order.  Consistent with the tentative ruling, the case has survived for now CalPERS’ demurrer.[1] However, Judge…

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Nevada Enacts Changes To Business Records and Notice Requirements

Apparently, the State of Nevada takes seriously Judge Gideon J. Tucker’s observation that “no man’s life, liberty, or property are safe while the legislature is in session.” 1 Tucker (N.Y. Surr.) 249 (1866) quoted in Lucas v. Mercantile-Safe Deposit & Trust Co., 29 Md. App. 633, 644 (Md. App. 1975).   You can read more about…

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LLCs May Have An Occupation But Usually Not A Profession

California requires a permit, license or registration to engage in a wide variety of activities.  The CalGOLD (California Government On-line to Desktops) website allows you to search 147 different business types that require some form of permit, license or registration.  The site lists everything from Acupuncture to Wrecking and Demolition Contractor.  When the legislature enacted the…

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SEC Argues That Sales Of Hotel Rooms Are Sales of A Security

In June, I wrote this post about U.S. District Court Judge Dana Sabraw’s opinion in Salameh v. Tarsadia Hotels, 2011 U.S. Dist. LEXIS 30375.  The case involved the question of whether ownership interests in individual units of the Hard Rock Hotel San Diego constitute securities under either the investment contract test enunciated by the U.S. Supreme Court in…

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Court To Decide CalPERS’ Demurrer Today

On April 19, 2011, this petition for a writ of mandamus was filed against the CalPERS Board of Administration, its President (Robert Feckner), and its Chief Executive Officer (Anne Stausboll) for allegedly laundering the salary of a receiver, J. Clark Kelso, appointed by the U.S. District Court through the state’s Administrative Office of the Courts (AOC). …

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One May Be The Loneliest Number But It’s Not A Partnership

Yesterday, a California Court of Appeal concluded that the idea of a one person partnership under the Revised Uniform Partnership Act has as much reality as a number whose square is a negative number.  Corrales v. Corrales involved two brothers who used a “stationary-store form” to form a partnership.  As the trial court observed, the partners then proceeded to…

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California Employers And Employees May Soon Be Able To Choose Any Forum/Law/Venue They Want So Long As It’s California

Recess Is Almost Over The California legislature is in recess until August 15 at noon (J.R. 51(a)(3)).  The last day for any bill to be passed this year will be September 9 (J.R. 61(a)(13).   This means that many bills will soon begin their final sprint to the Governor’s desk. A Bill To Watch One bill…

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Court Decides Buy-Out Claims Are Derivative

When a shareholder sues corporate officers and directors, she must decide whether to bring a direct action (which may be a class action) or a derivative suit.  The consequence of making the wrong decision may be dismissal of the shareholder’s suit as was the case recently in Sweeney v. Harbin Electric, Inc., 2011 U.S. Dist.…

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