Contractors Do It, PIs Do It; Why Not Real Estate Brokers?

Individuals and corporations, but not limited liability companies, may be licensed as real estate brokers under the California Real Estate Law.  This is a result of a bargain reached when California’s enacted its first limited liability company law – the Beverly-Killea Act.  In order to overcome the objection of the California Trial Lawyers Association, the act proscribed

California DBO Proposes Finders Exemption Regulations

Last fall, California enacted a finders exemption to the broker-dealer registration requirement under the Corporate Securities Law of 1968.  See Governor Signs Finders Exemption Bill.  This new exemption took effect on January 1, 2016 isn’t exactly taken the state by storm.  See California Finders Exemption Has Yet To Catch On.  Last month, the Commissioner of Business

He Had A Vice President’s Title And The Company Identified Him As “Management”, But He Was No Officer

Delaware attorney Francis Pileggi recently wrote about a ruling in the Court of Chancery concerning Nevada’s private corporation law.  The case, Eric Pulier v. Computer Sciences Corp., et al., C.A. No. 12005-CB, hearing (Del. Ch. May 12, 2016), arose from Computer Science Corporation’s acquisition in 2013 of Agility Platform, Inc., which was formerly known as ServiceMesh, Inc. After

Non-Disparagement, The Magna Carta And Yelp

Disparagement isn’t what it used to be.  In the good old days, disparagement meant a marriage to a social inferior.  The word itself is derived from the Old French word, desparagier, meaning to degrade.  The French, of course, borrowed the word from the Latin prefix dis, meaning away from, and pars, meaning equal.  The English word “peer” is derived from

Over 1,000 Nevada Business Entities To Lose Their Registered Agent

In 2007, Nevada adopted the Model Registered Agents Act.  It is currently one of 10 states to have done so (plus the District of Columbia). Nevada’s enactment of the model act may have been predestined by the fact that the chair of the committee appointed by the National Conference of Commissioners on Uniform State Laws

Does The SEC’s New Form 10-K Rule Create A New Disclosure Standard?

Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports.  The SEC adopted the rule pursuant to Section 72001 of the Fixing America’s Surface Transportation (FAST) Act.  The rule adds a new Item 16 to

The Scope Of Stockholder Inspection In California And Delaware

Don’t peek at the statute, and answer the following question: A stockholder of a Delaware corporation has a statutory right to inspect a corporation’s (a) books of account; (b) accounting books and records; or (c) other books and records. If you answered “a”, you would be correct under former Section 3003 of California’s former General

When Someone Is Missing, Is Consent Unanimous?

The word “unanimous” is derived from two Latin words, unus (meaning one) and animus (mind).  Thus in Plautus’ play, the servant, Stichus, tells his friend, Sagarinus: “ego tu sum, tu es ego, unianimi sumus (I am you and you are I, we are of one mind)”.  T. Maccius Plautus, Stichus Act V, sc. 4:49. Under the California General Corporation Law, directors

Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute?

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act of 1934.  In one of these pieces, Mr. Winkler describes California’s annual report requirement found in Corporations Code Section 1501. In general, Section 1501

Do State Courts Lack Subject Matter Jurisdiction Over Covered Class Actions That Allege Only ’33 Act Claims?

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under the Securities Litigation Uniform Standards Act of 1998 (aka “SLUSA”) did not involve a “covered security” as also defined by SLUSA