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CALIFORNIA CORPORATE & SECURITIES LAW

Financial Difficulties – A Bizarrely Vague Standard For Disclosure

Earlier this year, the Securities and Exchange Commission published for comment proposed amendments to the Municipal Securities Disclosure Rule (Rule 15c2-12).  The existing rule is complicated and I will not attempt to explain it here.   For purposes of this discussion, suffice it to say that the SEC is proposing to add an event notice for the occurrence of…

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Officers Of Foreign Corporations And The California Courts

Yesterday’s post concerned Section 2116 of the California Corporations Code.  Courts sometimes describe Section 2116 as codifying the internal affairs doctrine.  See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v. Sutardja, 2015 U.S. Dist. LEXIS 8795 (N.D. Cal. Jan. 26, 2015).  To the extent that Section 2116 codifies the…

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“And” Or “Or” – This Ninth Circuit Opinion Highlights The Difference

“And” and “or” are classified as conjunctions. They are classified as such because they yoke together words, phrases, clauses and sometimes even sentences.  They are not interchangeable, however, as illustrated by the recent opinion by the Ninth Circuit Court of Appeals in Zetwick v. County of Yolo, 2017 U.S. App. LEXIS 3260 (9th Cir. Cal. Feb.…

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Investment Advisers And Broker-Dealers Face Scant Likelihood Of California Examinations

The California Department of Business Oversight recently issued a report on its Broker-Dealer/Investment Adviser Program.  This report was required by the Budget Act of 2014. Although short, the report provides some interesting data about California’s oversight of investment advisers and broker-dealers. In the last five years, the number of investment adviser firms subject to examination by the BDO has increased…

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U.S. District Court Finds Personal Jurisdiction In Derivative Suit

I think it is beyond peradventure that a state enjoys personal jurisdiction over corporations incorporated within that state.  What about the personal jurisdiction over the corporation’s directors and officers?  That was the question addressed by U.S. District Judge Jennifer A. Dorsey in Sonoro Invest, S.A. v. Miller, 2017 U.S. Dist. LEXIS 9657 (D. Nev. Jan. 24,…

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What Are Protestants Doing In The California Water Code?

The California Water Code makes numerous reference to “protestants”.  Secularists need not fear.  The reference isn’t to adherents of the reformation theologies of Martin Luther, John Calvin or Huldrych Zwingli.  These are small “p” protestants, that is persons who are pursuing a protest. Section 1333, for example, provides “The protestant and the applicant shall make…

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Why Lincoln Was Wrong About A House Divided (At Least In The UK)

On Wednesday, June 16, 1858, delegates of the Republican State Convention of Illinois gathered in Representatives’ Hall in Springfield.  At about 5:00 p.m., delegate Charles L. Wilson submitted the following resolution: Resolved, that Abraham Lincoln is the first and only choice of the Republicans of Illinois for the United States Senate, as the successor of Stephen A.…

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Officers: Got Business Judgment Rule? Nevada Says Yes, Delaware Maybe Not

Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation: Defendants have cited to no cases where a Delaware court has held that the business judgment rule applies to corporate officers; therefore, the court…

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How This Scotus Became A Byword For Dunce

The Supreme Court of the United States is sometimes referred to by the initialization – SCOTUS – as in the well regarded SCOTUSblog.  Scotus is also a name attached to one of the most famous scholars of the High Middle Ages – John Duns Scotus.   Humanist philosophers, however, later derided Scotus’ scholasticism and made his name a byword for someone who…

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NASAA Releases 2015 Enforcement Report

State securities regulators serve an important local enforcement function.  In fact, state securities regulation precedes federal regulation by more than two decades.  The North American Securities Administrators Association is an association of state, provincial and territorial securities regulators from the 50 states, the District of Columbia, the U.S. Virgin Islands, Puerto Rico, Canada, and Mexico.…

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