Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security. D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS 41236. Professor Fershee...

Keith Paul Bishop
Recent Posts
As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies. See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity. Therefore, it is nice to see that some judges...
Not too long ago, I wrote about the lawsuit filed in California challenging a confidentiality agreement allegedly entered into by President Donald Trump. Clifford v. Trump, L.A. Super. Ct. Case No. BC 696568 (filed Mar. 6, 2018). In that post, I...
The California legislature may soon be considering a bill that would revise the tax rates for publicly held corporations based on their compensation ratios. As introduced by Senator Nancy Skinner, SB 1398 would establish the following rates...
Three men got together to buy and operate a restaurant. They formed a corporation, issued shares and made a "Subchapter S" election. Later, disagreements arose and one of the three sued the other two. Each side struggled to explain what happened....
Yesterday, the U.S. Supreme Court heard oral arguments in Sveen v. Melin (Case No. No. 16-1432). The case involved a dispute over life insurance proceeds between a decedent's former spouse and his children by a former relationship. After marriage,...
Seven years ago, I wrote about California's "million dollar contract" statute - CCP § 410.40. That statute permits any person to maintain an action against a foreign corporation or nonresident person when the action arises out of, or relates to, any...
Yesterday's post concerned someone who allegedly bragged about being in control of an issuer, but not taking a formal position with the issuer so as to avoid the volume limitations under Rule 144. Despite this alleged admission, the SEC was not able...