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CALIFORNIA CORPORATE & SECURITIES LAW

Why The SEC Isn’t Vegas

Last week, I wrote that the Securities and Exchange Commission is sending letters to registrants requesting information about compliance with Regulation G and Item 10(e) of Regulation S-K.  These letters request issuers to voluntarily provide information concerning their disclosures of non-GAAP financial measures.  I cautioned that registrants should read the accompanying SEC Form 1662 carefully before…

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How The Defend Trade Secrets Act Of 2016 Opens The Door To Disclosure Of Trade Secrets

François-Marie Arouet, better known as Voltaire, once famously wrote “Ce corps qui s’appelait et qui s’appelle encore le saint empire romain n’était en aucune manière ni saint, ni romain, ni empire (This body, which was, and is, titled the Holy Roman Empire was in no way holy, Roman, or an empire)”.  Essai Sur Les Moeurs, Ch. LXX.  A similar…

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What, If Anything, Is The Attorney General’s Office Hiding?

In January, I decided to update an earlier post regarding the number of calls made to the California Attorney General’s hotline mandated by Labor Code Section 1102.7.  A few years earlier, I had published these data for the years from 2004 to 2010.  Much to my amazement, the Attorney General’s office declared the more recent…

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Revealed! The Numbers The Attorney General Didn’t Want You To See

Since 2003, the California Attorney General has been required to maintain “a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of fiduciary responsibility by a corporation or limited liability company to its shareholders, investors, or employees.”  Cal. Lab. Code § 1102.7(a).…

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California AG Declares Whistleblower Tally A State Secret

Since 2004, the California Attorney General has been required to maintain a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of fiduciary responsibility by a corporation or limited liability company to its shareholders, investors, or employees.  Cal. Labor Code §…

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Does The DBO’s Draft Tribal Consultation Policy Violate the Public Records Act?

Three years ago, California Governor Edmund G. Brown Jr. issued Executive Order B-10-11.  Among other things, Governor Brown ordered: that it is the policy of this Administration that every state agency and department subject to my executive control shall encourage communication and consultation with California Indian Tribes. Agencies and departments shall permit elected officials and…

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Was California’s Public Records Act Founded On The Aventine Hill?

I’ve always been fascinated by the fact that the ancient Romans chose to explain their origins with tales of defeat, invasion, fratricide, communal rape and assassination.  The city, which eventually occupied seven hills along the Tiber, started out on just two – the Aventine (nearer the river) and the Palatine (overlooking the Forum and the…

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How A Public Records Act Request Can Be Better Than A Subpoena Duces Tecum

The California counterpart to the Freedom of Information Act (aka FOIA) is the Public Records Act, Government Code Section 6250 et seq.  In a recent unpublished decision, the Court of Appeal succinctly explains why submitting a Public Records Act request may yield more comprehensive results than a subpoena: Generally, a California Public Records Act request is more…

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Court Rules Private Fund Data Are Not Public Records

Private equity and venture capital funds like public pension fund money but they don’t necessarily like the consequences of having the government as an investor.  As noted in this post, this was illustrated  by Superior Court Judge Evelio Grillo’s ruling earlier this year in Reuters America LLC v. The Regents of the University of California, Alameda Super. Ct.…

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Court Orders Disclosure Of Venture Capital Fund Performance

California’s analog to the Freedom of Information Act is the Public Records Act, Government Code § 6250 et seq.  In enacting the the Public Records Act, the legislature quite properly found and declared that “access to information concerning the conduct of the people’s business is a fundamental and necessary right of every person in this state.”…

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