California Corporate & Securities Law

A brief ruling issued this week by U.S. District Court Judge James C. Mahan makes it clear that an auditor isn't always liable even when a subsequent auditor uncovers fraud.  In Oaktree Capital Mgmt., L.P. v. KPMG, 2014 U.S. Dist. LEXIS 106538 (D....

Companies have lots of very good reasons for adopting codes of conduct.  These reasons include:

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement.  It's there again this year.  Basically, it asks the stockholders to ratify and affirm all decisions and actions by Amerco's directors and...

A lawyer aims at precision that can never be achieved because of the bluntness of his tool - language. Consider the word "including". Is it a term of enlargement or limitation? It is a term of enlargment when the intent is to provide a non-exclusive...

In 1970, Richard Nixon was president, the 26th Amendment was still not part of the Constitution, and the Fifth Circuit Court of Appeals issued its opinion in Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970).In that case, Judge Godbold wrote:

I recently came across the following vote tally in Item 5.07 of Form 8-K:

Today's post will try to put the Franchise Tax Board's recent Legal Ruling 2014-01 in perspective by imagining the following inquisition by the Franchise Tax Board:

Last week, I wrote that Governor Brown had allowed SB 1272 to become law without his signature.  To say that SB 1272 became law is an hyperbole because, as Governor Brown observed, the bill "has no legal effect whatsoever". The bill, authored by...

I've written several posts on discussing the meaning and ramifications of "doing business" for California tax purposes.  See, e.g., Why Your LLC May Be Doing More Than You Think In California Even When It’s Doing Nothing, 60 Acres And A Lawsuit...