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California Legislature Takes On Citizens United by Proposing to Require Refunds to Shareholders Objecting to Political Expenditures

The California legislature has reacted to the Supreme Court’s decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010) by gutting and amending AB 919 (Nava).  That bill started out life last year as a “spot” bill.   A “spot” bill is a bill that makes a very inconsequential change to a statute…

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The Disappearing Line Between Public and Private Companies

Recently, I was interviewed by a Bay Area radio station concerning trading in shares of privately held companies.   This inspired me to write a piece for the Los Angeles Daily Journal on the same subject.  You can read that article here.  The securities rules haven’t changed but the Internet has significantly lowered transaction costs for…

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When Is A Director’s Inspection Right Not Absolute?

California Corporations Code Section 1602 provides that every director “shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind . . .”. While the statute seems to brook no exceptions, the California Court of Appeal last year held that a director can lose his…

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