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Is The CSL (Over)Due For A Makeover?

One of the first registered public offerings that I worked on was for a small technology company.  The lead underwriter was a regional investment banking firm.  Although he had considerably more experience in securities law than me, the...

California Securities Laws, Department of Business Oversight, Department of Corporations

Is A Breach Of Fiduciary Duty A Violation Of State Law?

California Labor Code Section 1102.5 protects employees from certain retaliatory acts by their employers.  Subdivision (b) of the statute provides:

"An employer, or any person acting on behalf of the employer, shall not retaliate against an...

nonprofit corporation law, Whistleblowers

Must Directors Self-Identify?

California's existing board gender quota law (Cal. Corp. Code §§ 301.3 and 2115.5) is based on an individual's self identification as a woman, without regard to that individual's designated sex at birth.  AB 979, which would impose additional quotas...

Corporate Governance

They Say That Breaking Up Is Hard To Do . . . Will Californians Vote On Secession?

"It was that population that gave to California a name for getting up astounding enterprises and rushing them through with a magnificent dash and daring and a recklessness of cost or consequences, which she bears unto this day — and when she...

California Sui Generis

Will AB 979 Expose Corporations To Section 1983 Liability?

AB 979 would require publicly held corporations with their principal executive offices in California to have minimum number of directors from underrepresented communities.  If Governor Newsom signs the bill into law, corporations that attempt to...

Corporate Governance

DBO Proposes Commercial Loan Disclosure Rules

In 2018, California enacted SB 1235 (2018 Cal. Stats. ch. 1011) requiring providers of commercial financing to disclose certain information to the businesses seeking financing.  The Commissioner of Business Oversight last week proposed rules...

California Financing Law

California's Proxy Rule

The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934.  Very few California corporations, however, need concern...

Corporate Governance

Is Your Club A Legal Entity?

Nine years ago, I wrote about various provisions of the California Corporations Code concerning unincorporated associations.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First.  Yesterday, a...

unincorporated association

California Court Rules Federal Forum Provision To Be "Procedurally unconscionable. Indeed, glaringly so."

In the wake of the U.S. Supreme Court's decision in Cyan Inc. v. Beaver Co. Employees Retirement Fund, 138 S. Ct. 1061 (2018) and the Delaware Supreme Court's subsequent holding Salzberg v. Sciabacucchi, 227 A.3d 102 (2020), many Delaware...

forum selection bylaw, Securities Act of 1933

What's In A Name?  A Lot Of Pain

For most of the 20th Century, the state agency charged with the administration and enforcement of California's securities laws was known as the Department of Corporations.  In 2012, then Governor Jerry Brown proposed a plan of reorganization, which...

Department of Business Oversight

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ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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JD Supra Readers Choice Top Author 2020

NationalLawReview



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