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U.S. Supreme Court Holding May Further Doom California's Model State Trademark Act

California has had a trademark law on its books since 1941.  1941 Cal. Stats. Ch. 58.  The legislature repealed that law in 1967 and replaced it with the Model State Trademark Law drafted by the International Trademark Association ("INTA").  1967...

California Secretary of State

Will George Babbitt Catch A Break From Dynamex?

In April, I wrote about AB 5 that is currently pending in the California legislature.  The bill would codify the California Supreme Court's adoption a three-factor test, known as the "ABC" test, for determining when a worker is an employee.  Dynamex...

Why Did Nevada Honor This Delaware Governor?

In the corporate world, Nevada is often described as the "Delaware of the West".  Nevada legislators are in fact quite explicit about their interest in competing with Delaware for corporate charters.  In the most recent session, for example,...

Nevada legislature

Are Felonious Statements Under The General Corporation Law Actionable?

Section 2254 of the California Corporations declares it a felony for a director, officer or agent of any corporation, whether domestic or foreign, to knowingly concur in making, publishing or posting either generally or privately to the shareholders...

Court Rules No Scienter Required

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud.  Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section 10(b) of the Securities...

Corporate Securities Law

Does An Attorney's Fee Clause Survive Contract Rescission?

When a party is allowed to rescind a contract, the contract is quite literally torn up.  Thus, Section 1688 of the California Civil Code provides "A contract is extinguished by its rescission".  If a contract is extinguished by rescission, it would...


Is An Annuity Contract A Security?

In general terms, an annuity contract involves the payment of money in return for a promise to receive payments on some periodic basis in the future.  An obvious question therefore might be whether an annuity contract is a security.  The answer...

Corporate Securities Law

Yes - Why I Disagree With Judge Augustus Hand

This Sunday will be Bloomsday. The day is named for Jame Joyce's Odysseus, Leopold Bloom.  Joyce's book, Ulysses, recounts a single day, June 16, 1904, and Bloom's peregrinations around Dublin, Ireland.  Joyce chose that particular date in honor of...


When You Say "Get It In Writing", What Do You Mean?

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written".  For example, Section 142(b) provides "Any officer may resign at any time upon written notice to the...

Delaware General Corproration Law

Delaware, Consent, And The Adequacy Of Email Notice

Since the turn of this century, Delaware has allowed corporations to give notices to stockholders by electronic transmission.  8 Del. Code § 232(a).  However, the statute is conditioned upon the stockholder's consent.  California has a similar...

Delaware General Corproration Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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