As I suspected, law firms are churning out memoranda on the SEC's recent enforcement actions involving alleged impediments to whistleblowers. While accurately, summarizing these actions, I'm not sure that some of the authors have adequately captured...
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I am occasionally asked who should sign the bylaws. The question presumes that bylaws must be signed. Although the California General Corporation Law requires that the original or a copy of the bylaws be available to shareholders (Section 213), it...
As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: "“Holmes, when you strike at a king, you must kill him.” For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly. I was reminded of this advice...
The Securities and Exchange Commission is aggressively interpreting and enforcing its rule against impeding whistleblowers. Rule 21F-17(a) provides:
Earlier this week, I wrote about Judge Edward M. Chen's ruling in Sender v. Franklin Res., Inc., 2015 U.S. Dist. LEXIS 171453, 3-4 (N.D. Cal. Dec. 22, 2015). Judge Chen applied California Corporations Code Section 419 to a Delaware corporation on...
Quite some time ago, I fabulated that airline delays might constitute a violation of Securities and Exchange Commission Rule 21F-17. That rule provides that no person "may take any action to impede an individual from communicating directly with the...
U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed certificate. As just described, the ruling shouldn't be...
The story is straightforward; the legal ramifications are not:
Late last month, the California State Treasurer's Office announced a "move to stop 'Pay-to-Play' school bond campaigns". According to the announcement:
