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CALIFORNIA CORPORATE & SECURITIES LAW

OAH Seeks Opinion Regarding Appearances By Non-Attorneys and Out-of-State Attorneys

I’ve written on several occasions about the Office of Administrative Law.  It should not be confused with the Office of Administrative Hearings.  The OAH provides administrative law judges who conduct hearings for over 1500 state and local government agencies.  In many cases, although the hearings are quasi-judicial, non-attorneys and out-of-state attorneys often appear on behalf of…

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SEC Acknowledges Ethical Obligations May Preclude Voluntary Reporting Out By Attorneys

In 2003, the Securities and Exchange Commission adopted rules that purportedly immunized attorneys who, subject to specific conditions, reveal confidential information to the SEC.  17 C.F.R. § 205.3(d)(2).  Technically, the rule permits, but does not require such disclosure without the consent of the “issuer” (who may or may not be the attorney’s client). The SEC’s adoption…

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California Court Issues Non-Competition Order

Covenants not to compete have been in legislative disfavor in California since 1872.  This animus is currently codified at Section 16600 of the Business and Professions Code which provides that with certain statutory exceptions “every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that…

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SEC No-Action Letter Addresses “M&A Brokers”

Martin A. Hewitt alerted me to this no-action letter issued on January 31, 2014 by the SEC’s Division of Trading and Markets.  The letter was issued in response to a request by six lawyers, including Mr. Hewitt.  In very broad terms the letter states that the Division would not recommend enforcement “if an M&A Broker…

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Covenants Not To Compete – Fourth DCA Considers A New Fine Question (Or Two)

I’ve written many times about Section 16600 of California’s Business & Professions Code which, with limited exceptions, voids covenants not to compete.  See TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California Court Won’t Enforce Non-Compete, Court Says “No Way” To No-Hire, and California’s Hostility To Non-Compete Agreements Does Not Vitiate Forum…

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Achilles’ Shield And Judicial Review Of Arbitration Awards

This month, I revisited the Huntington Library in San Marino, California.  Among other things, I wanted to have another look at the Shield of Achilles, John Flaxman’s magnificent re-imagining of the shield crafted by Hephaestus and brought to Achilles by his mother, Thetis.  Homer describes the shield in the Iliad.  The silver-gilt shield is a stunning work of…

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LLCs May Have An Occupation But Usually Not A Profession

California requires a permit, license or registration to engage in a wide variety of activities.  The CalGOLD (California Government On-line to Desktops) website allows you to search 147 different business types that require some form of permit, license or registration.  The site lists everything from Acupuncture to Wrecking and Demolition Contractor.  When the legislature enacted the…

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