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New Podcast Series Features Blue Sky Enforcement Stories

It seems that there are now podcasts for every taste and interest.  Earlier this month, the North American Securities Administrators Association announced the introduction of Real Life Regulators a podcast series that brings "true crime stories...

securities fraud

Court Holds That An Employer May Rely On Employee's Promise Not To Compete

In Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008), the California Supreme Court held that covenants not to compete were "invalid under section 16600 in California, even if narrowly drawn, unless they fall within the applicable statutory...

Non competition agreements

Do Directors Avoid Employee Status Under AB 5?

California's new law, AB 5, broadens the definition of "employee" by adopting the so-called A-B-C test for employment status.  Recently, I commented on the possible ramifications of classification of outside directors as employees.  AB 5 is rife...

Corporate Governance

Looking For The "Full Text" Of The Dodd-Frank Act?  You Won't Find It Here

The Securities and Exchange Commission provides links to various federal securities laws, including the following:

"See the full text of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010."

Clicking on this link, however, does not...

Dodd-Frank Act

Is California Threatening Director Independence?

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons.  Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent.  In determining independence,...

Corporate Governance

In This Case, The Contract Had No Beginning

Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the world she shall go, will...

contract

Governor Proposes To Expand Department Of Business Oversight Authority And Funding

Last week, Governor Gavin Newsom delivered his proposed budget for California's 2020-2021 fiscal year.  The Governor is proposing to rename the Department of Business Oversight as the Department of Financial Protection and Innovation as of the...

Commissioner of Business Oversight, Department of Business Oversight

Secretary Of State Seeks To Rework Entity Name Requirements While Retaining Ineluctable Incertitude

Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names.  

"A Large part of California's business naming problem is due to the fact that the Legislature has enacted...

California Corporations Code, California Secretary of State

Is Coal A Mineral And Why Ask?

The Securities and Exchange Commission is trying for the third time to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers.  In that Act, Congress...

federal securities law

In This Case, The First Filed Case Was Last

In 2014, Kimberly-Clark Corporation, a Delaware corporation, spun off Halyard Health, Inc., a Delaware corporation, pursuant to a distribution agreement.  The distribution agreement required Halyard to indemnify Kimberly-Clark against certain...

Choice of Law/Conflict of Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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