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.”

Court Of Appeal Finds Indemnity Includes First Party Claims

Three years ago, I wrote this brief post about how to interpret an indemnity claim.  I wrote that post to remind readers that the California Civil Code not only defines “indemnity”, it provides a series of interpretational rules.  According to the Code, “indemnity” is “a contract by which one engages to save another from a

Is The FTB’s Argument Nothing More Than Blowing In The Wind?

Readers may remember this blog post from September of last year: Nevada Supreme Court Upholds Fraud Verdict Against The California Franchise Tax Board.  The subject of the post was Franchise Tax Bd. v. Hyatt, 335 P.3d 125 (Nev. 2014) in which the Nevada Supreme Court partially affirmed a Nevada jury verdict against the California Franchise Tax Board. 

Constitucion del Estado Californio


Feliz Cumpleaños Tomorrow is another holiday in California – Admission Day.  Cal. Govt. Code § 6700(a)(10).  Although Admission Day is a statutorily designated holiday, it is not a judicial holiday.  Cal. Civ. Proc. Code § 135. California joined the union as a free state on September 9, 1850.  It was the 31st state (note below the 31

Why Doesn’t California Have A Labor Day?

Federal law establishes ten “legal public holidays”, including “Labor Day, the first Monday in September”.  5 U.S.C. § 6103.  California, on the other hand, names “Labor Day” in several statutes (e.g., Civil Code § 1689.24) but doesn’t designate Labor Day as a state holiday by name.  California Government Code Section 6700(a) lists 16 “holidays in this state”.  Although the

In California, A Snail Is Sometimes A Fish And A Goldfish Isn’t

With statutes, it can be dangerous to rely on plain meaning.  Most people, for example, would not consider an amphibian, such as a frog, or a mollusk, such as a snail, to be fish.  However, the California Fish & Game Code considers these and crustaceans (including crabs, lobsters, and barnacles) to be fish.  Oddly, however, the

Grammatical Gender And The General Corporation Law

Many, but not all languages, employ grammatical gender.  Anyone who has studied Spanish or German will know that grammatical gender is essential and can be unrelated to biological sex.  For example, el vestido is a masculine noun even though it denotes an article of clothing historically worn by women.  I still recall my High School Latin teacher explaining that even though a Roman legion was comprised of thousands of

Do You Proffer, Profer, or Prefer A Complaint?

Section 10404 of the California Corporations Code provides that corporations for the prevention of cruelty to animals may “proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law relating to or affecting animals”.  Although the statute confers on these corporations remarkably broad quasi-governmental enforcement authority, I want to