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You Might Be A Member Of The California Militia And Not Even Know It

Veterans Day falls on November 11 of each year because the First World War famously ended at the 11th hour of the 11th day of the 11th month.  California public offices, however, were closed yesterday on November 12.  Why?  The answer can be found...

New California Labor Code Statute Results In Enforceable Covenant Not To Compete

In October 2016, I wrote about a newly enacted statute, Labor Code Section 925.  That statute prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that...

Choice of Law/Conflict of Law

California Court Tackles Question Of When An Amendment Is A New Agreement

The parties to an agreement agree upon a change to the terms.  Should the change be labeled an "amendment" or a "new agreement".  Often this will simply be a question of nomenclature.  Sometimes, however, more the difference between an amendment and...

California Sui Generis

Exchange Reorganizations Versus Share Exchange Tender Offers

The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law.  Below is a chart that summarizes the differences between...

California Corporations Code

Are Share Exchange Tender Offers Limited Only To Acquisitions Of California Corporations?

Recent posts have been discussing  California's regulation of "share exchange tender offers".  Corporations Code Section 183.5 defines a "share exchange tender offer" as:

"any acquisition by one corporation in exchange in whole or in part for its...

Shareholder Approval And Share Exchange Tender Offers

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law.  Briefly, both involve the exchange of equity...

General Corporation Law

California's Obscure Regulation of Share Exchange Tender Offers

In 1989, the California legislature decided to define "share exchange tender offer" in the General Corporation Law.  Section 183.5 defines the term to mean:

"any acquisition by one corporation in exchange in whole or in part for its equity...

General Corporation Law

Court Of Appeal Upholds Injunction Restraining Enforcement Of Non-Solicitation Agreement

California Business & Professions Code Section 16600 is particularly tough on covenants not to compete declaring, with certain exceptions, "every contract by which anyone is restrained from engaging in a lawful profession trade, or business of any...

Non competition agreements

The Case Of The Non-Existent Stock Options

After starting employment at eCommission Solutions, LLC in 2015, Mr. Aja Doshi was offered the position of Vice President, Product Engineering.  Among other things, the offer stated: "You will be granted one hundred fifty thousand (150,000) stock...

Corporate Securities Law

A Nevada Day Literary Guide

If we were on Mt. Athos, today's date is October 18, 2013.  That is because the monks on that peninsula in the Aegean Sea still adhere to the Julian calendar.  While I hew to the old calendar, I do remain a traditionalist when it comes to Nevada...

Nevada

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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