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CALIFORNIA CORPORATE & SECURITIES LAW

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In April, I kvetched about numerous outdated references in the California Corporations Code.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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California Considers Following New England Colonists In Outlawing Fake News

In February, California Assemblyman Ed Chau introduced a bill (AB 1104) that according to its author “attacks the problem of ‘fake news’ by creating a new state law designed to make it illegal for someone to make false or deceptive statements about a candidate or measure on the ballot”.  Specifically, the bill would amend the…

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What Do You Know? Bill Proposes To Eliminate Scienter

Corporations Code Section 25401 is California’s basic securities antifraud statute: It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this state, by means of any written or oral communication that includes an untrue statement of a material fact or…

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