Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

U.S. Supreme Court Decides Fate of Legislative Platypus

This morning, the U.S. Supreme Court issued its opinion concerning the constitutionality of the Public Company Accounting Oversight Board (PCAOB). The Court held that the dual for-cause limitations on removal of PCAOB members contravene the U.S. Constitution’s principle of separation of powers.  (See my article in which I concluded “This violates Article II of the…

Share on:

Dividends: Sale or No Sale?

When a corporation distributes its own securities to its existing shareholders, there is no sale – correct?  Well, maybe not. Corporations Code 25017(f) does exclude from the definition of “sale” any “stock dividend payable with respect to common stock of a corporation solely (except for cash or script paid for fractional shares) in shares of common stock,…

Share on:

Commissioner DuFauchard Proposes Broker-Dealer Safe Harbor Rule

In 2007, a California Court of Appeal held that corporate officers and directors may be subject to licensure as broker-dealers unless they receive a commission for the sale of securities.  People v. Cole, 156 Cal. App. 4th 452 (2007).  Although the court’s holding should be viewed in the context of the unique facts of that…

Share on:

Enforcing this Bylaw Could Land You in Jail!

Out-of-state practitioners are frequently surprised by some of California’s laws, but I’m guessing that very few, if any, California lawyers are familiar with Business & Professions Code Section 16801. That section provides in part: It is unlawful for any corporation organized under the laws of this State [i.e., California], or the board of directors, trustees,…

Share on:

Supreme Court Set to Decide Constitutionality of the PCAOB

Although this blog is dedicated to California corporate and securities law topics, I couldn’t resist a post regarding this pending decision.  At the Supreme Court session this morning announcing opinions, the Chief Justice confirmed that the Court will complete its work next Monday and go into recess until the Fall term.  Among the four cases argued…

Share on:

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…

Share on:

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…

Share on:

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…

Share on: