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CALIFORNIA CORPORATE & SECURITIES LAW

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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Simple Majority Voting And The Magna Carta

Some activists are continuing to submit stockholder proposals seeking the implementation of “simple majority voting”.  For example,  Morgan Stanley’s 2016 proxy statement includes the following proposal from Newground Social Investment, SPC: RESOLVED: Shareholders of Morgan Stanley hereby request the Board to take or initiate the steps necessary to amend the Company’s governing documents to provide that all non-binding matters presented…

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Plaintiffs Find California Courts Congenial To Section 11 Actions

Muttering About Mottoes The official motto of the State of California is “Eureka”.  Cal. Gov’t Code § 420.5.  The word is a transliteration of the Greek word εὕρηκα which is first person, singular, indicative active form of verb “find”.  Thus, it translates into “I have found it”.  The motto, which appears on the state’s seal,…

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Inspecting Foreign Corporation Shareholder Lists

Recently, I’ve written about the “absolute” right of shareholders to inspect the shareholders list pursuant to California Corporations Code Section 1600.  Readers at, or representing, foreign corporations may have skipped these posts as inapposite to their circumstances.  That could be a mistake. A foreign corporation may be subject to Section 1600 if it meets the conditions set…

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Court Holds That Exempt Lender May Violate California Usury Statute

If you’re interested in California’s usury law, you have to look in several places: the Constitution, uncodified initiative measures, codes and case law.  When Woodrow Wilson was occupying the White House, the people of California approved a series of initiative measures with respect to interest rates.  Although technically uncodified, these provisions can be found in Section 1916-1 to…

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