California’s Ban On Loans To Directors And Officers

California banned loans to directors and officers decades before Congress thought of doing so as part of the Sarbanes-Oxley Act of 2002.  Current Corporations Code Section 315 prohibits corporations (defined in Section 162) from making loans of money or property to, or guaranteeing the obligations of, any director or officer of the corporation or its parent.  However, the

What The Public Utilities Code, Toilets And A Porphyrogenetus Emperor Have In Common

Mobile West LLC v. City & County of San Francisco, 2016 Cal. App. LEXIS 769 (1st Dist. Sept. 15, 2016) is not the kind of case that I typically write about in this blog.  After all, it has nothing to do with corporate, securities or limited liability company law.  Nonetheless, I found the case intriguing

Liechtenstein And Article II, Section 1 Of The Constitution

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I spent the Fourth of July holiday in the Fürstentum Liechtenstein, a very beautiful and surprisingly inaccessible part of Europe.  Its capital city has no airport.  The country is also largely vertical, as it is sandwiched in the Alps between Austria and Switzerland.  While enjoying a cappuccino in an outdoor cafe in Vaduz, the principality’s capital,

Plaintiffs Continue To Search For Private Cause Of Action Under Transparency In Supply Chains Act

Last January, I wrote about one plaintiff’s unsuccessful attempt to pursue claims against the maker of Fancy Feast cat food for failure to disclose the alleged use of forced labor.  Barber v. Nestlé USA, Inc., 2015 U.S. Dist. LEXIS 170608 (C.D. Cal. Dec. 9, 2015).  Readers may recall that the California Transparency in Supply Chains Act requires

In California, Mayhem May Not Be What You See On Television

While watching the NCAA tournament, I sat through several replays of this Allstate commercial featuring an anthropomorphized mayhem. The advertisement is one of a series featuring actor Dean Winters as the cause of all manner of “mayhem”.  Although mayhem in common parlance has come to refer to all manner of chaotic violence or destruction, that

Court Holds SEC Filing Is Not Public Disclosure

California has patterned its false claim law, Cal. Gov’t Code §§ 12650 et seq., after the federal False Claims Act.  As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent claims.  The CFCA empowers private parties to pursue actions for, and in the name of, the

California’s Bizarre Voting Record Disclosure Requirements

Section 711 of the California Corporations Code is so poorly drafted that it almost defies explanation.  According to the legislature’s findings, the ostensible purpose of the statute is to facilitate the informed and active involvement of beneficial owners of shares “in holding legal owners and through them, management accountable in their exercise of corporate power”.  The statute purports

Court Applies Safe Harbor Doctrine To CA Transparency in Supply Chains Act

I first wrote about the California Transparency in Supply Chains Act more than four years ago.  See California To Require Website Disclosure Regarding Efforts To Eradicate Slavery And Human Trafficking.  At the time, I noted that “The Act provides that the exclusive remedy for a violation is a suit for injunctive relief brought by the California Attorney General.”