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CALIFORNIA CORPORATE & SECURITIES LAW

Federal Judge Refuses To Find That California “Can Have No Real Interest” In Loans Closed Out Of State

The geographic reach of California’s statutes continues to be tested in the courts.  In a recent class action lawsuit challenging the defendants’ mortgage marketing and sales practices, the plaintiffs sued under, among other statutes, California’s unfair competition law, Business & Professions Code Section 17200.   Interestingly, the plaintiffs are residents of South Carolina and their loan was…

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A CSL Riddle – When Does A Corporation With Two Shareholders Have No Outstanding Shares?

The Riddle of the Sphinx Recently, I was fortunate to see an adaption of the play Trojan Women by Euripides performed at the amphitheater at the Getty Villa in Malibu.  It was wonderfully magical to sit under a bright moon at the edge of the Pacific ocean and watch a play that has been enjoyed by…

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Does California’s Anti-Waiver Statute Void Choice Of Forum Agreements?

California Corporations Code Section 25701 is derived from Section 410(g) of the Uniform Securities Act (1956).  Section 25701 voids any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of the Corporate Securities Law or any rule thereunder.  Does this statute prevent investors from agreeing that disputes will be decided by…

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California Employers And Employees May Soon Be Able To Choose Any Forum/Law/Venue They Want So Long As It’s California

Recess Is Almost Over The California legislature is in recess until August 15 at noon (J.R. 51(a)(3)).  The last day for any bill to be passed this year will be September 9 (J.R. 61(a)(13).   This means that many bills will soon begin their final sprint to the Governor’s desk. A Bill To Watch One bill…

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Can A Contract Between Two California Corporations Be Subject To A UN Treaty?

On Monday, I mentioned the United Nations Convention on Contracts for the International Sale of Goods (aka the “CISG”).  The CISG generally applies to contracts for the sale of goods when the parties have their places of business in different contracting states.  The focus is on where the parties’ places of business are located, not the…

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Court Applies California Common Law To New York Rating Agencies

In another auction rate securities (ARS) case, The Anschutz Corporation (TAC) brought suit against several rating agencies alleging negligent misrepresentation.  The Anschutz Corp. v. Merrill Lynch & Co., Fed. Sec. L. Rep. (CCH) P96,258 (N.D. Cal. March 27, 2011).  District Judge Susan Illston’s opinion is interesting because she tackles the question of whether California or New…

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The Law Governing Investment Securities May Be A Matter Of Choice

One might expect that the rights and duties of a California issuer with respect to the registration of transfer of investment securities would be governed by California law.  After all, Section 8110(a) of the California Uniform Commercial Code provides that the local law of an issuer’s jurisdiction applies to such matters and Section 8110(d) defines…

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Forum, Venue and Choice-of-Law – When Shall We Three Meet Again?

In prior posts I mentioned several California oddities with respect to the often confused concepts of choice of law, choice of forum and choice of venue.  For those who simply can’t get enough of the subject, I recommend reading Julie Bisceglia’s article on forum selection clauses in the November issue of Los Angeles Lawyer magazine.  Ms.…

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