Can a party to written agreement that does not include an arbitration clause enforce an arbitration provision in another agreement to which it is not a party? Boiled down to the essentials, this is the question decided yesterday by the Court of...
Recent Posts
Corporations Code Section 313 generally provides that a contract, note or other instrument will not be invalidated as to a corporation by any lack of authority if it is signed by the corporation's chairman of the board, the president or any vice...
Readers may remember this blog post from September of last year: Nevada Supreme Court Upholds Fraud Verdict Against The California Franchise Tax Board. The subject of the post was Franchise Tax Bd. v. Hyatt, 335 P.3d 125 (Nev. 2014) in which the...
Section 501 of the Jumpstart Our Business Startups (JOBS) Act amended Section 12(g)(1) of the Securities Exchange Act of 1934 to increase the thresholds for mandatory registration of a class of equity securities. The Securities and Exchange...
I've devoted several recent posts to the new secondary trading exemption that Congress tacked on to Section 4 of the Securities Act of 1933. The exemption is poorly drafted and in many cases may prove unusable. Perhaps this reflects its provenance...
As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. “Parol” is derived from the French word, “parole” meaning speech. The parol evidence...
Yesterday's post introduced new Section 4(a)(7) of the Securities Act of 1933, as added by the Fixing America’s Surface Transportation Act or the “FAST Act”. Boiled down to the essentials, this is a secondary trading exemption. This is made clear by...
When I served as Deputy Secretary and General Counsel of the California Business, Transportation & Housing Agency, the Departments of Transportation and Corporations were part of that agency. As a result, my days often involved a concatenation of...
Like many others, I'm a huge fan of Justice William W. Bedsworth's column, "A Criminal Waste of Space". Today's post was inspired by Justice Bedsworth's most recent column bemoaning the misplaced instinct of lawyers from their nonage to their dotage...
