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CALIFORNIA CORPORATE & SECURITIES LAW

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…

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Has Your Promissory Note Been Outlawed?

The modern understanding of the term “outlaw” is someone who has broken the law and has not been captured and brought to justice.  There is, however, another sense of the term.  A note is said to be “outlawed” when the statute of limitations no longer permits its enforcement.  Fleury v. Ramacciotti, 8 Cal. 2d 660,…

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Simple Majority Voting And The Magna Carta

Some activists are continuing to submit stockholder proposals seeking the implementation of “simple majority voting”.  For example,  Morgan Stanley’s 2016 proxy statement includes the following proposal from Newground Social Investment, SPC: RESOLVED: Shareholders of Morgan Stanley hereby request the Board to take or initiate the steps necessary to amend the Company’s governing documents to provide that all non-binding matters presented…

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Section 11 Class Actions And The Magna Carta

If you had a dispute in Medieval England, it would likely be heard in the court of the local baron.  Some disputes, however, caught the interest of the monarch and would be heard in a royal court.  In the twelfth century, King Henry II instituted royal justice throughout England.  As might be expected, controversies arose…

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District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights.  There can be no doubt, however, that the right to petition the government is an important right with a long historical tradition.  The…

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You Might Be Surprised By These Words In Magna Carta

I’m continuing my desultory study of the Magna Carta, which marked its 800th birthday last June.  Although the original charter was written in Latin, my occasional efforts at translation has made me keenly aware that it uses many words that although still common no longer have the same meanings.  Below are three words whose meanings…

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Could This Really Be The Origin Of Due Process?

On Monday, I wrote about the upcoming 800th anniversary of the Magna Carta.  The California Assembly recently took note of the upcoming octocentennial and is considering adoption of a commemorative concurrent resolution.  The resolution, ACR 76, provides a fairly accurate description of the historical events and key clauses of the Magna Carta.  However, I do…

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Why The Wall Street Journal Is Wrong About The Magna Carta

On Saturday, The Wall Street Journal published an article by Daniel Harmann celebrating the 800th anniversary of the Magna Carta. In recognition of this event, this blog has sporadically published translations of portions of the famous charter.  See It’s Magna Carta Friday! and Magna Carta Friday – King John Guarantees The Freedom Of The English Church.  The Wall Street Journal article…

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Magna Carta Friday: A Definitive Article About A Definite Article

In English, we have two articles – “the” is the definite article and “a/an” is the indefinite article.  Latin, on the other hand, lacks articles, definite or indefinite.   Indeed, the great first century Roman rhetorician Marcus Fabius Quintilianus observed that Latin did not need articles (“noster sermo articulos non desiderat . . .”).  I…

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Magna Carta Friday – King John Guarantees The Freedom Of The English Church

As I’ve mentioned, this year marks the 800th anniversary of the sealing of the Magna Carta by King John at Runnymede.  I previously posted the introduction and my translation of the original Latin of the 1215 version.  Today, I continue with the King’s guarantee of the freedom of the English Church, which was then in…

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