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CALIFORNIA CORPORATE & SECURITIES LAW

Are California Statutes Authorizing Desist And Refrain Orders Facially Unconstitutional?

In December 2008, the Commissioner of Corporations issued a desist and refrain order based on alleged violations of the Corporate Securities Law and the Finance Lenders’ Law.  Nearly seven years later, the respondents challenged the order by filing a complaint in the U.S. District Court.  The complaint included four causes of action: (1) violation of…

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SEC Proposes “A Clearly Unwarranted Invasion of Personal Privacy”

Last week, the Securities and Exchange Commission proposed that persons involved in administrative proceedings be required to submit all documents and other items electronically.  The SEC is proposing these rules as part of its effort to create a comprehensive Internet-based electronic system that would, among other things, allow for the electronic filing and service of documents in…

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Revealed! The Numbers The Attorney General Didn’t Want You To See

Since 2003, the California Attorney General has been required to maintain “a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of fiduciary responsibility by a corporation or limited liability company to its shareholders, investors, or employees.”  Cal. Lab. Code § 1102.7(a).…

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California AG Declares Whistleblower Tally A State Secret

Since 2004, the California Attorney General has been required to maintain a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of fiduciary responsibility by a corporation or limited liability company to its shareholders, investors, or employees.  Cal. Labor Code §…

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Does The DBO’s Draft Tribal Consultation Policy Violate the Public Records Act?

Three years ago, California Governor Edmund G. Brown Jr. issued Executive Order B-10-11.  Among other things, Governor Brown ordered: that it is the policy of this Administration that every state agency and department subject to my executive control shall encourage communication and consultation with California Indian Tribes. Agencies and departments shall permit elected officials and…

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Was California’s Public Records Act Founded On The Aventine Hill?

I’ve always been fascinated by the fact that the ancient Romans chose to explain their origins with tales of defeat, invasion, fratricide, communal rape and assassination.  The city, which eventually occupied seven hills along the Tiber, started out on just two – the Aventine (nearer the river) and the Palatine (overlooking the Forum and the…

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Why Keeping Corporate Lawyers Quiet Is Good For Us All

In a recent post in The New York Times DealBook, Berkeley Law School Professor Steven Davidoff Solomon argues that keeping corporate lawyers silent “can shelter wrongdoing”.  I completely agree that the attorney-client privilege limits society’s access to information.   If access to information is the only societal value to be considered, then the attorney-client privilege should be abolished forthwith.  Other societal…

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Oops! CalPERS Reportedly Violates Insider Trading Policy Again

Jon Ortiz, who writes The State Worker blog for The Sacramento Bee, recently reported that the California Public Employees Retirement System has again violated its insider trading policy by purchasing shares in an initial public offering that were on its “restricted securities” list.  Reportedly, the Securities and Exchange Commission was already looking at possible violations that occurred last spring. …

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Court Rules Private Fund Data Are Not Public Records

Private equity and venture capital funds like public pension fund money but they don’t necessarily like the consequences of having the government as an investor.  As noted in this post, this was illustrated  by Superior Court Judge Evelio Grillo’s ruling earlier this year in Reuters America LLC v. The Regents of the University of California, Alameda Super. Ct.…

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DOC Gives Notice of New Filing Requirements For Real Estate Issuers

New Filing Requirements Yesterday, the Commissioner of Corporation issued Release 121-C announcing new filings required by Corporations Code Section 25102.2 which takes effect on January 1, 2013.  As discussed in Bill Targets Real Estate Industry And Borrowers, these requirements were intended to address abuses in securities offerings by hard money lenders.  Unfortunately, the new requirements will be…

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