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CALIFORNIA CORPORATE & SECURITIES LAW

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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The Legal William Shakespeare

This past April marked the 400th anniversary of the death of William Shakespeare.  See Happy Birthday William Shakespeare!  In 37 plays, Shakespeare wrote of kings, generals, lovers, and fools. He also made frequent mention of law.  He uses the word “law” approximately 200 times in 176 speeches in 36 different works. But what about lawyers?   By my count, Shakespeare…

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Solon And The California Constitution

Article IV, Section 8 of the California Constitution requires that to be passed, a bill must first be read: No bill may be passed unless it is read by title on 3 days in each house except that the house may dispense with this requirement by rollcall vote entered in the journal, two thirds of…

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Non-Disparagement, The Magna Carta And Yelp

Disparagement isn’t what it used to be.  In the good old days, disparagement meant a marriage to a social inferior.  The word itself is derived from the Old French word, desparagier, meaning to degrade.  The French, of course, borrowed the word from the Latin prefix dis, meaning away from, and pars, meaning equal.  The English word “peer” is derived from…

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Synecdoche And The California Corporations Code

Synecdoche is a literary trope by which one refers the whole by a component, or vice versa.  The word is derived from an ancient Greek word, σuνεκδοχή, which means understanding one thing with another.  Although I was first introduced to the term in High School, I don’t ordinarily employ synecdoche in my legal writing.  Thus,…

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“We Reserve The Right To Refuse Service To Anyone”, But What Would Blackstone Do?

“The common law of England, so far as it is not repugnant to or in conflict with the Constitution and laws of the United States, or the Constitution and laws of this State, shall be the rule of decision in all the courts of this State.” NRS 1.030. I’ve previously written about how both California…

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Has Your Promissory Note Been Outlawed?

The modern understanding of the term “outlaw” is someone who has broken the law and has not been captured and brought to justice.  There is, however, another sense of the term.  A note is said to be “outlawed” when the statute of limitations no longer permits its enforcement.  Fleury v. Ramacciotti, 8 Cal. 2d 660,…

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