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CALIFORNIA CORPORATE & SECURITIES LAW

Partnership Dissolution And A Chief Judge’s Lament

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute.  Chief Judge Lawrence J. O’Neill, however, chose to begin a recent opinion with an invitation to the parties and their attorneys to write their Senators: Judges in the…

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Pay-To-Play Meets The California Labor Code

In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates.  The rule applies to any investment adviser…

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Court Finds Use Of “P” Word Does Not Necessarily A Partnership Make

Last March, I wrote a couple of posts concerning the Nevada Supreme Court’s opinion in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  Joint Venturer May Be Partner By Estoppel and “Don’t tell me not to worry, and please don’t call me partner”.  The opinion was concerning because the Court had found that statements in marketing…

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District Court Refuses To Apply Business Judgment Rule To Claims Against Officers

Since 2008, a total of 38 banks have failed in California (See this list of failed banks).  When this happens, the Federal Deposit Insurance Corporation acts as receiver for the bank.  Since the FDIC is also an insurer of the failed bank’s deposits, it has an interest in pursuing directors, officers and professionals who were involved in…

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