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CALIFORNIA CORPORATE & SECURITIES LAW

Pay By Another Name Might Be Salt

Yesterday’s post concerned the classification of directors and officers as employees for purposes of California’s workers’ compensation law. Effective January 1, 2017, California Labor Code Section 3351(c) will define “employee” to include all “officers and members of boards of directors of quasi-public or private corporations while rendering actual service for the corporations for pay” (read…

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Why You Should Have Read Last Week’s Posts On California’s D&O Loan Ban

I spent the better part of last week writing about California Corporations Code Section 315.  The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of, an officer or director without specified shareholder approval.  What happens if a prohibited loan is made? The good…

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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…

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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…

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Liechtenstein And Article II, Section 1 Of The Constitution

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,…

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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…

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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…

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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…

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