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CALIFORNIA CORPORATE & SECURITIES LAW

Ouch! Proxy Statement Argues That Resolving Dispute In California Court Was “Costly And Time Consuming”

As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.”  For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly.  I was reminded of this advice when reading the following in the proxy statement of a California-based company in favor…

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How Much Is A Whistleblower Waiver Really Worth?

The Securities and Exchange Commission is aggressively interpreting and enforcing its rule against impeding whistleblowers.  Rule 21F-17(a) provides: No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement (other than agreements dealing with…

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Which Code Applies When A Stock Certificate Has Been Lost, Destroyed Or Wrongfully Taken?

Earlier this week, I wrote about Judge Edward M. Chen’s ruling in Sender v. Franklin Res., Inc., 2015 U.S. Dist. LEXIS 171453, 3-4 (N.D. Cal. Dec. 22, 2015).  Judge Chen applied California Corporations Code Section 419 to a Delaware corporation on the basis that the replacement of a lost or stolen stock certificate was not governed…

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A Whistleblower Isn’t Impeded By The Want Of A Reward

Quite some time ago, I fabulated that airline delays might constitute a violation of Securities and Exchange Commission Rule 21F-17.  That rule provides that no person “may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation”.  My theory, albeit fanciful, was that a delayed…

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Is “Whistle-Blow” A Bad Word?

If someone send an email stating that they hope that they might whistle-blow on you, have you been libeled?  Los Angeles County Superior Court Judge Terry A. Green thought so, reasoning that “People don’t whistle-blow fun, nice things that are meaningless. People whistle-blow wrongdoing. . . . And the word whistle-blow . . . causes me to read it in a…

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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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Court Rules Directors Are Agents

Last August, I wrote that Magistrate Judge Joseph C. Spero would soon be deciding whether a director might be an agent of the corporation.  See Court Poised To Decide Whether Directors Are Agents.  The case, Wadler v. Bio-Rad Labs., Inc., 2015 U.S. Dist. LEXIS 144468 (N.D. Cal. Oct. 23, 2015), involves the plaintiff’s complaint that he…

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Does Former Officer Have An Obligation To Turn Over Whistleblower Award?

Yesterday, the Securities and Exchange Commission announced “a whistleblower award payout between $475,000 and $575,000 to a former company officer who reported original, high-quality information about a securities fraud that resulted in an SEC enforcement action with sanctions exceeding $1 million.”  This was the SEC’s first award to a former officer because officers, directors, trustees, or…

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Broad Coalition Delivers Blunt Rebuke To SEC Chairman

Last month, I wrote that the SEC’s about face in responding to the no-action letter request of Whole Foods Market, Inc. “clearly wasn’t the SEC’s finest hour.”  See SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World Ramifications.  Several days later, a coalition of some 17 different organizations delivered a much less…

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Is Anything Fishy With The SEC’s Whistleblower Inquiries?

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters “to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents”.  According to Ms. Ensign, the SEC is seeking information since the enactment of the Dodd-Frank Act (i.e., 2010). Because the SEC sent letters and…

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