Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

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…

Share on:

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…

Share on:

Bagley-Keene Act Roils State Bar Committees

Today, the California State Bar becomes subject to the Bagley-Keene Open Meeting Act (Cal. Gov’t Gov’t Code § 11120 et seq. ).  The Bagley-Keene Act generally requires multimember state bodies to provide public notice of their meetings, prepare agendas, accept public testimony and conduct their meetings in public unless specifically authorized by the Act to meet in…

Share on:

Is The Delaware General Corporation Law Really A Modern Corporate Law?

I often hear it said that Delaware has a modern corporate law.  In reading a recently filed proxy statement, for example, I came across the following assertion: Our Board of Directors believes Delaware has one of the most modern statutory corporation codes, which is revised regularly in response to changing legal and business needs of corporations.…

Share on:

Does Anyone Remember Y2K – California Does!

In the closing years of the last millennium, many were concerned about the “Year 2000 Problem” (aka Y2K).  According to this Securities and Exchange Commission interpretive release: The “Year 2000 problem” arose because many existing computer programs use only the last two digits to refer to a year. Therefore, these computer programs do not properly…

Share on:

The Investment Company Act And Roy M. Cohn

Last week, UFCW Local 1500 Pension Fund filed a class action and derivative lawsuit against Yahoo! Inc., its board of directors and some of its current and former officers.  (N.D. Cal. Case No. 3:16-cv-00478-RS).  According to the complaint, Yahoo describes itself as a global Internet new media company that offers a branded network of media, commerce,…

Share on:

You Might Be Surprised By These Words In Magna Carta

I’m continuing my desultory study of the Magna Carta, which marked its 800th birthday last June.  Although the original charter was written in Latin, my occasional efforts at translation has made me keenly aware that it uses many words that although still common no longer have the same meanings.  Below are three words whose meanings…

Share on:

Did Utah’s Securities Commission Really Call Out California’s Commissioner?

I recently ran across an article concerning a row between Utah’s Securities Commission and California’s Commissioner of Corporations, E.C. Bellows.  Engineering & Mining Journal, Bingham Galena on Trail of California Corporations Commission, 313 (Aug. 20, 1921).  The fight’s genesis was a June 18, 1921 permit issued by the Utah Securities Commission authorizing the sale of 467,100…

Share on:

How A Train Wreck Changed The Constitution

In the early morning of October 3, 1970 on rural road just outside San Jose, 61-year old Engineer Anthony Gassell was at the controls of his Southern Pacific locomotive as it headed northwest.  At the same time, 24-year old Kathryn Colville was driving with her 2 1/2 year-old son, Paul, to feed her horse.  As…

Share on:

Why The Capitol Is In The Capital

Article III, Section 2 of the California Constitution provides that “Sacramento is the capital of California”.  The building in which the legislators meet, however, is denominated the “capitol” building.  Thus, the state capitol can be found in the state capital.  But why the variant spelling? Both words are derived from the Latin word for head…

Share on: