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    Court Holds Disgorgement Requires No Pecuniary Harm

    There are equitable remedies and there are legal remedies.  A claimant pursuing a breach of fiduciary claim can choose which type of remedy it seeks.  Choices, like elections, have consequences.

    fiduciary duty

    California and Delaware Franchise Taxes Are Similar In Name Only

    Recently, I came across a proxy statement filed a California corporation seeking shareholder approval to reincorporate in Delaware.  In the midst of a lengthy disquisition on the pros and cons of reincorporation, the issuer noted that the franchise...


    Section 16600 Wipes Out Invention Assignment

    "Wipin' out wipe outHey watch outWah wah wahWipin' out wipe out"

    Non competition agreements

    The DFPI And Insider Trading

    All securities transactions by members and employees of the Securities and Exchange Commission must comply with 5 CFR § 200.735-5 which in turn requires compliance with 5 CFR § 4401.102.  In general, § 4401.102 adopts a "possession" standard for...

    Insider Trading, Department of Financial Protection and Innovation

    How To Correct A Defective Meeting of Shareholders

    Last Friday's post  noted the multiple ways in which a meeting of shareholders may be invalidated.  Fortunately, the California General Corporation Law provides several opportunities for curing an improperly called or noticed meeting of...

    How Not To Take Valid Shareholder Action

    Leo Tolstoy's Anna Karenina begins with this famous line:

    One More Reason For Foreign Corporations To Not Have Any Office In California . . .

    Chapter 22 of the California General Corporation Law specifies a number of crimes that may be committed by corporations and/or their directors, officers or agents.  The penalties for some violations can be significant.  For example, a director,...

    foreign corporation

    Light Is Both A Wave And Particle, But A Corporation And A Partnership Is A "Legal Impossibility"

    In 1905, Albert Einstein proposed that light, which until then had been considered to exist as waves, must also be regarded as particles.  Later, Nobel Prize winner Louis-Victor-Pierre-Raymond, 7th duc de Broglie, found that electrons have wave and...

    Uniform Partnership Act

    NASAA Urges No Liftoff For Finders Relief

    Last week, the North American Securities Administrators Association issued a comment letter urging the Securities and Exchange Commission not to move forward on its proposal to issue a conditional order exempting finders from the requirement to...


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