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CALIFORNIA CORPORATE & SECURITIES LAW

Court of Appeal Applies Delaware Law to Sustain Demurrer to California Action

In the last few weeks, the various appellate districts of the Court of Appeal have been pumping out corporate law opinions.   The most recent, Fox v. JAMDAT Mobile, Inc., involves a stockholder lawsuit against a Delaware corporation, JAMDAT, and its directors for breach of fiduciary duty.  Unlike Kruss v. Booth (See June 22, 2010 Blog), the…

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Appellate Court Finds Triable Issues of Fact in Alter Ego Claim

The Sixth District Court of Appeal recently addressed what it takes for someone to beat an alter ego claim on a motion for summary judgment.  In Zoran Corp. v. Chen, the plaintiff sued several companies and an individual for amounts owed to the plaintiff for equipment that it had sold.  A central theory of the complaint…

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CalPERS’ Proposed Placement Agent Disclosure Rule Likely to be Amended

Last year, the California legislature enacted AB 1584 as an urgency measure. That legislation required the retirement boards of each public pension or retirement system to develop and implement, on or before June 30, 2010, a policy requiring the disclosure of payments to placement agents. CalPERS had previously adopted a disclosure policy but had not…

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California Appellate Court Decides California Law Applies “For Now” to Shareholder Derivative Suit Against Directors of a Nevada Corporation

Kruss v. Booth is a “must read” for lawyers confronting Section 2115 of the California Corporations Code. Section 2115 represents the California legislature’s attempt to thumb its nose at the internal affairs doctrine. That doctrine holds that the internal affairs of a corporation should be governed by the law of the state of incorporation. Section…

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California Legislature Takes On Citizens United by Proposing to Require Refunds to Shareholders Objecting to Political Expenditures

The California legislature has reacted to the Supreme Court’s decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010) by gutting and amending AB 919 (Nava).  That bill started out life last year as a “spot” bill.   A “spot” bill is a bill that makes a very inconsequential change to a statute…

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The Disappearing Line Between Public and Private Companies

Recently, I was interviewed by a Bay Area radio station concerning trading in shares of privately held companies.   This inspired me to write a piece for the Los Angeles Daily Journal on the same subject.  You can read that article here.  The securities rules haven’t changed but the Internet has significantly lowered transaction costs for…

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When Is A Director’s Inspection Right Not Absolute?

California Corporations Code Section 1602 provides that every director “shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind . . .”. While the statute seems to brook no exceptions, the California Court of Appeal last year held that a director can lose his…

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