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CALIFORNIA CORPORATE & SECURITIES LAW

Can In-House Counsel Have Sexual Relations With His Or Her Client?

Can an in-house lawyer have sexual relations with his or her client?  To answer this question, it is necessary to identify the lawyer’s client.  The California Rules of Professional Conduct provide a clear answer to this question: In representing an organization, a member shall conform his or her representation to the concept that the client…

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50% Shareholder Denied Say In Defense Of Corporation

If two shareholders each own one half of the outstanding shares of a corporation, one might expect that they would have an equal say in just about everything.  It turns out that in some circumstances they won’t. In Coldren v. Hart, King & Coldren, Inc., Cal. Corp. Appeal No. G050202 (July 13, 2015), a shareholder sued the…

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OAH Seeks Opinion Regarding Appearances By Non-Attorneys and Out-of-State Attorneys

I’ve written on several occasions about the Office of Administrative Law.  It should not be confused with the Office of Administrative Hearings.  The OAH provides administrative law judges who conduct hearings for over 1500 state and local government agencies.  In many cases, although the hearings are quasi-judicial, non-attorneys and out-of-state attorneys often appear on behalf of…

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When A Corporation Dissolves, Does The Attorney-Client Privilege Live On?

Generally, a corporation’s suit for legal malpractice results in a waiver of the attorney-client privilege.  When the corporation’s suit is brought derivatively, however, the privilege is not waived.  McDermott, Will & Emery v. Superior Court, 83 Cal. App. 4th 378, 383 (2000).  Therein lies a problem. If the attorney-client privilege is not waived by the filing…

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SEC’s Whistleblower Release Misapprehends California Ethics Laws And Rules

In a 3-2 vote yesterday, the Securities and Exchange Commission approved final rules implementing the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934. The more law, the greater the injustice The adopting release is 305 pages long and has 83,917 words, or just about five hundred more words than Nathanial Hawthorne’s 1850…

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