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CALIFORNIA CORPORATE & SECURITIES LAW

Las Vegas’ Airport And The Lawyer Who Went “All In” For His Client

Passengers flying to Las Vegas arrive at the McCarran International Airport.  Having spent my youth in Las Vegas, I have many memories of going to the airport to greet arriving family or to fly East for school.  Then, there was no passenger security screening and no jetway bridges to the planes.  Family members could say goodbye or…

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A Town Without Written Leases And No Litigation

Recently, I visited Tonopah, Nevada, which is located about midway between Las Vegas and Reno.  According to legend, the town was founded after Jim Butler discovered a rich ledge of silver ore while chasing his wandering burros.  Historians can, and do, debate the accuracy of this tale, but the silver was indubitably real.  Reportedly, the Tonopah mining district ultimately…

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New California Law Seeks To Root Out Juror Bias, But What Would Calvin H. Higbie Say?

The right to a jury trial in criminal cases is guaranteed by the Sixth Amendment to the U.S. Constitution and by Article I, Section 16 of the California Constitution.  Implicit in the requirement of a jury is the idea that the jurors will exercise unbiased and intelligent judgments.  Empaneling such a jury is a challenge.…

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Was The Jury Empaneled Or Impaneled?

Last week’s news was filled with reports that Special Counsel Robert Mueller had impaneled a grand jury (The Wall Street Journal).  Or did Mr. Meuller empanel a grand jury (The Washington Post).  Aside from the political and legal issues, these reports raised two questions.  First, why do we talk of em/impaneling a jury?  Second, which…

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Investment Companies And Intrastate Offerings

Recently, my eye caught the following statement in the SEC’s Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers: Issuers registered or required to be registered under the Investment Company Act of 1940 are not eligible to conduct offerings pursuant to Section 3(a)(11), Rule 147 or Rule 147A. This seemed accurate enough with respect to…

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Of Section Symbols And Pilcrows

It wasn’t so very long ago that the lawyer who typed his or her own documents was a rara avis indeed.  Nowadays, there are few attorneys who don’t.  Therefore, I think most lawyers today share the annoyance of inserting the glyph denoting a section – §.  In some applications (such as WordPress on which I type this blog),…

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Homographic Cases Indeed!

Homographs are words that share the same spelling but have different meanings.  One such word that is very familiar to lawyers is the word “case”.  Lawyer’s try cases, shelve books in cases, and write in upper case and lower case letters.  How can one word share the same spelling and pronunciation and yet have such different…

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How Independent Is The SEC And How Independent Should It Be?

Can the President say “You’re Fired!” to an SEC Commissioner? In a recent post, John Jenkins emphasized the commonly held understanding that the Securities and Exchange Commission is an “independent agency”.  The independence of the SEC, however, is not beyond debate.  In Free Enter. Fund v. Pub. Co. Accounting Oversight Bd., 561 U.S. 477, 546 (2010), Justice Stephen G.…

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This Case Caused Me To Take Stock

I recently came across Fukuda v. Nethercott, 2016 U.S. Dist. LEXIS 92462 (D. Utah, July 15, 2016).  The case involved claims by the plaintiff that the defendants had sold him securities in violation of the registration requirements of the Securities Act of 1933 and the Utah Uniform Securities Act.  The issuer of the security was…

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What’s With The “U” In Guarantee (Or Should That Be Guaranty)?

Spelling and pronouncing English words can be a challenge.  I’ve often been puzzled by the word “guarantee”.  What’s the point of including the unpronounced “u”?  The word is derived from an Old French word, garantir meaning “to protect”.   In English, the letter “g” may have either a soft (e.g., as in “legend” and “gerund”) or hard (e.g.,…

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