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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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California Bill May Spur Rewriting Gender Boilerplate

On the penultimate day of the current session, the California legislature passed SB 179 (Atkins & Wiener).  If signed into law by Governor Brown, this bill would enact the California Gender Recognition Act.  In general, SB 179 would create a third, nonbinary gender option on a California driver’s license, identification card, and birth certificate.  It also would…

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California Bill Deadline Is Today

Former New York Surrogate Gideon J. Tucker would be happy today.  Pursuant to Joint Rule 61(a)(15), today is the last day for California’s legislature to pass bills.  Today, also marks the beginning of the legislature’s interim study recess (Joint Rule 51(a)(4)).  Governor Brown will have until October 15 to sign or veto bills passed by the legislature…

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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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Is A Racial Or Ethnic Group A “Person”?

Yesterday’s post concerned the U.S. Supreme Court’s holding in Matal v. Tam, 2017 U.S. LEXIS 3872 (June 19, 2017) that the “disparagement clause” of the Lanham Act violates the Free Speech Clause of the First Amendment.  As far as most legal commentators were concerned, that was the one and only headline holding of the case.  Before addressing…

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The Taxpayer Transparency And Fairness Act Is Anything But

Recently, I wrote about the stealth with which the California legislature enacted AB 102, which it ironically named the Taxpayer Transparency and Fairness Act of 2017.  Having been birthed in opacity, AB 102 will operate with even less transparency. The bill transfers certain of the responsibilities of the State Board of Equalization to a newly…

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The Taxpayer Transparency and Fairness Act of 2017 – A Little Bill May Soon Make Big Changes

The talk of California tax practitioners over the last week has been all about the legislature’s passage of AB 102.  This may be surprising to those who read the bill when it was introduced on January 10 of this year, for the bill consisted of one sentence: It is the intent of the Legislature to…

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Referring To Extraneous Agreements In The Articles of Incorporation

I didn’t take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a “spot” bill.  See “See Spot Run“. As introduced, the bill simply added “which may include a reference to a separate shareholder agreement” to the introductory clause of Corporations Code Section 2000(a).  When I was later asked…

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Did A Non-Existent Committee Move To Update Corporations Code?

In April, I kvetched about numerous outdated references in the California Corporations Code.  For example, several provisions of the Code continue to refer to the “Internal Revenue Code of 1954” more than three decades after the enactment of the Internal Revenue Code of 1986.  Other sections refer to federal agencies and laws that no longer…

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Removing Elected Officials For Libelous Or Slanderous Statements

In recent years political smearing and outright lying have come to dominate campaigns in California. Candidates are spending less and less time discussing important issues and their own qualifications and more and more time telling falsehoods about their opponents. Although the above quotation sounds as if it could have been written today, it was in…

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