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Nevada Rejects Fiduciary Exception To Attorney-Client Privilege

The fiduciary exception to the attorney-client privilege holds that a fiduciary, such as a trustee of a trust, is disabled from asserting the privilege against beneficiaries on matters of trust administration.  Nevada, like California, has codified...

Attorney-Client Privilege/Work Product

While Creative, This Bill Will Not Be An Effective Way To Enforce Unpaid Wage Claims

Two weeks ago, I wrote about AB 3075 (Limón), a bill that would that would require a "filer" of articles of incorporation to attest under the penalty of perjury that the purpose of the corporation is lawful and that the filer is not an owner,...

California Corporations Code

DBO "Issues" Private Placement Alert

Yesterday, the California Department of Business Oversight announced that it had "issued an investor advisory on exempt securities offerings, also known as 'private placements,' in light of the coronavirus pandemic."  Actually, the release is an...

Corporate Securities Law

Don't Sleep On Your Lost, Destroyed Or Stolen Stock Certificate, Darlin'

Share certificates are subject to loss, destruction and even peculation.  The California General Corporation Law makes allowance for such misadventures by providing in Section 419 that a domestic corporation or a foreign corporation may issue a new...

California Corporations Code, Uniform Commercial Code

The Cost Of Justice In Nevada

In February, I penned this post about some of Nevada's historic rural courthouses.  Recently, I visited Goldfield, Nevada.  Although Goldfield is the county seat of Esmeralda County, it has no gas station and no supermarket.  Esmeralda County has a...

Nevada, CalPERS

Can This Bylaw Provision Eliminate Shareholder Proposals?

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural and substantive...

Corporate Governance, General Corporation Law

What Happens When A Corporation Cannot Afford To Pay Dissenting Shares?

Chapter 13 of the California General Corporation governs so-called "dissenters' rights".  In general, Chapter 13 provides that in certain specified transactions, a shareholder can require the corporation to purchase the shareholder's "dissenting...

California Corporations Code, General Corporation Law

Do Judges Need To Put Wax In Their Ears To Avoid Delaware's Siren Song?

"But I with my sharp sword cut into small bits a great round cake of wax, and kneaded it with my strong hands, and soon the wax grew warm, forced by the strong pressure and the rays of the lord Helios Hyperion.  Then I anointed with this the ears of...

Nevada Corporations

Audit Report Discloses Sharp Increase In Personal Trading Violations At CalPERS

The California Public Employees Retirement System (aka CalPERS) is the largest defined-benefit public pension in the United States.  It is governed by a Board of Administration that consists of 13 members who are elected, appointed, or hold office ...

CalPERS

Despite "Massive Job Losses and Revenue Shortfalls", Governor Continues To Propose Large Increase In DBO Staffing

As required by the California Constitution, Governor Newsom proposed a budget for the state's 2020/2021 fiscal year in January.  Cal. Const. Art. IV, § 12.  As noted in this post, the Governor had big plans for the Department of Business Oversight,...

Department of Business Oversight

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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