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What Would Willie Sutton Say?

In August 2019, I never would have imagined that a banking regulator would be required customers to wear masks.  In today's changed world, banking regulators are doing just that.  The California Department of Business Oversight in its August monthly...

Banking and Financial Institutions, Department of Business Oversight

Will This Proposed Law Discriminate Against Minority Males And Non-Binary Persons?

In 2018, California enacted legislation, SB 826 (Jackson), mandating that publicly held corporations with their principal executive offices in California have a minimum number of female directors.  See California Enacts Novel Female Board Quota...

Corporate Governance, draft legislation

A Solution To Yesterday's Problem

Yesterday, I pointed out that California Corporations Code Section 315(g) creates a seemingly insurmountable hurdle to obtaining shareholder approval of a loan to an officer or director when that officer or director owns more than 50% of the...

Another Quorum Quirk

Yesterday's post considered the anomalous workings of California Corporations Code Section 112 with respect to the determination of a quorum when some shares are disqualified from voting with respect to a matter.  Section 315(g) presents another...

Corporate Governance

More Quorum Mysteries

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?"  That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be...

California Corporations Code, Corporate Governance

Outré Shareholder Proposal Seeks Elimination Of Cumulative Voting Protections

Last month, Cisco Systems, Inc. submitted a no-action letter request to exclude a shareholder proposal submitted by James McRitchie.  The fact that Mr. McRitchie has submitted a proposal is by no means newsworthy - he has filed scores this proxy...

DBO Reports Post-Pandemic Spike In Consumer Complaints, Calls and Inquiries

The California Department of Business Oversight announced last week that it has experienced a dramatic increase in consumer complaints, calls and inquiries following the onset of the Covid-19 pandemic.  According to the Department, consumer...

California Securities Laws

Supreme Court Holds Interference Must Be Wrongful

California recognizes two different torts involving interference with economic relations - interference with performance of a contract and interference with prospective economic advantage.  Originally California courts treated these two torts as...

California Supreme Court Applies "Rule of Reason" To Section 16600 Claim

Section 16600 of the California Business & Professions Code provides that except for certain statutory exceptions "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent...

contract, Non competition agreements

California Bill Would Make Successor Employers Liable For Unpaid Wages

California Assembly Member Lorena Gonzalez recently amended AB 3075 to impose successor liability for unpaid wages.  The bill would, among other things, add a new Section 200.3 to the California Labor Code:

 

A successor employer is liable for any...

Mergers & Acquisitions

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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

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