Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

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,…

Share on:

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…

Share on:

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.…

Share on:

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…

Share on:

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…

Share on:

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.…

Share on:

Which Do You Use: Decisionmaking, Decision Making, or Decision-Making?

Recently, UCLA Law School Professor Stephen Bainbridge wrote about his allegiance to writing “decision making” as two words.  In support, he cites the Chicago Manual of Style.  I think that the Manual actually makes a distinction based on usage.  When the compound is used as a noun, the two words are separate (e.g., “future decision making by lenders and homeowners”…

Share on:

Inspecting The Shareholder List

Section 1600(a) of the California General Corporation Law establishes the “absolute right” of a shareholder or shareholders to inspect the shareholder list.  To be eligible to exercise this right, the shareholder or shareholders must hold at least: 5% in the aggregate of the outstanding voting shares of the corporation; or 1% of those voting shares and…

Share on:

Designated Lender’s Counsel

Doug Cornelius at Compliance Building writes today about borrowers paying the legal fees of lender’s counsel: Of course there is a conflict with the law firm. That too is a conflict that has been in place for decades. The bank’s lawyers know they represent the bank. They also know the borrower is paying their bill. Until…

Share on:

What, If Anything, Is Wrong With The Contractual Obligations Table?

Many readers will recognize the table above as being required by Item 303(a)(5) of Regulation S-K.  The Securities and Exchange Commission added this disclosure requirement in 2003, explaining in the adopting release: Aggregated information about a registrant’s contractual obligations in a single location will provide useful context for investors to assess a registrant’s short- and…

Share on: