Section 308 of the California Corporations Code provides for the appointment of a provisional director when a corporation has an even number of directors who are equally divided and cannot agree as to the management of the corporation's affairs, so...
Keith Paul Bishop
Recent Posts
Recently, I circulated a draft agreement that included a representation that a party's receivables were collectible. The other side returned a draft that modified the representation and changed the spelling to "collectable". Which is correct?
The public policies of California and Delaware both espouse freedom. Ironically, the freedoms that they espouse are antithetical to each other. California embraces the freedom of people to pursue any lawful and employment of his or her choice....
In September 2013, Governor Jerry Brown signed SB 538 (Hill) into law. This bill fundamentally rewrote a key anti-fraud provision of the Corporate Securities Law of 1968 - Corporations Code Section 25401. At the time, I cast a chary eye on the...
A recent paper by Matthew D. Cain, an economic fellow at the Securities and Exchange Commission, Stephen B. McKeon, an Assistant Finance Professor at the University of Oregon, and Steven Davidoff Solomon, a Professor of Law at the University of...
Much has been written of late about the enforceability of exclusive forum bylaws. What happens when the forum isn't a court, but an arbitration? Does it make any difference if the arbitration bylaw is adopted after a dispute has arisen? The Fourth...
Since 2004, the California Attorney General has been required to maintain a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of...
In the waning days of the 2001-2002 legislative session, then Assemblymember Kevin Shelley gutted and amended AB 55. As introduced, AB 55 would have amended the Elections Code. Instead, AB 55 became the vehicle for the enactment of the deeply flawed...
Last week, the Commissioner of Business Oversight issued an invitation for comment on whether to exempt real estate brokers from the investment adviser certification requirement under the Corporate Securities Law of 1968. The exemption would require...