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CALIFORNIA CORPORATE & SECURITIES LAW

“‘Tis Well Consented” Vel Non

On July 19, 2010, I discussed action by written consent of the board pursuant to Corporations Code Section 307.  The statute is remarkably silent on some key points.  For example, while the statute clearly requires that consents be in writing (see Sections 8 and 195), the statute does not specifically require that the consents be…

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A Rara Avis Indeed, The Capital Access Company

More than a decade ago, the California legislature added the Capital Access Company Law to the Corporations Code, Stats. 1998, c. 668 (S.B. 2189).  The intent of the law was to take advantage of an exemption to the Investment Company Act of 1940 that Congress added as part of the National Securities Markets Improvement Act…

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Closing the Barn Door . . .

Yesterday, I wrote about Section 413 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“DF Act”).  You can watch President Obama’s explanation of Wall Street reform here.  As a horse owner, I’m sensitive to expressions involving horses.  Thus, it occurs to me that in some ways the exclusion of an investor’s primary residence…

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People v. Cole – “So What Happens Now?”

Yesterday was the last day for comments on the Commissioner’s proposed rule to address the Court of Appeal’s holding in People v. Cole, 156 Cal. App. 4th 452 (2007).  I’ve seen that several persons have submitted comments in addition to myself – all addressing the exception for employees in the proposed rule. To reprise Evita…

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Can You Still Include Your Primary Residence in California?

With Congress’ passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DF Act”), lawyers across the nation are struggling to come to grips with the act’s impact on their clients.  Lawyers representing businesses in need of capital, venture capital companies and hedge funds are noting that Section 413 of the act will…

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Section 307 – No More Sunset

Some readers may have noticed that there are currently two Section 307s in the Corporations Code.  One version of Section 307 provides in subdivision (d) that it remains in effect only until January 1, 2011.  This is commonly referred to as a “sunset provision”.   Subdivision (d) of the other Section 307 provides that it…

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DOC Employees to Receive Full Pay – For the Time Being

On July 6, 2010, I reported on a recent Court of Appeal decision that supported Governor Schwarzenegger’s attempt to reduce state employees’ salaries to the federal minimum wage.  The Court of Appeal’s holding did not require the Controller to reduce salaries.  Thus, the Governor went back to Superior Court.  As reported in this Sacramento Bee…

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Bay State Security Breach – Implications for the Golden State

Broc Romanek recently posted an item from Alan Parness concerning a security breakdown at the Massachusetts Securities Division.  Alan raises an excellent question about whether a state agency would be as forgiving of someone that it regulates. Privacy would seem to be a very important issue in California.  In fact, the very first article and…

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What You Can and Can’t Do in Sacramento

There are many fun things to do in Sacramento – have dinner at Frank Fats or visit the California State Railroad Museum.  The capitol building and the museum in the basement are worth visiting. However, if you do visit the capitol, you need to remember that certain activities are off limits.  In fact, the California…

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ICC – Requiescat in Pacem

The Interstate Commerce Commission was created in 1887 when Grover Cleveland was president.  Over the years, Congress greatly expanded the ICC’s authority.  At one time, the ICC had thousands of employees.  In 1995, President Clinton signed legislation abolishing the ICC and it has disappeared from the regulatory scene.  Strangely, however, the ICC lives on in…

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