California Is Driving Out Its Crown Jewels

Last Friday, Oracle Corporation disclosed in a Form 10-Q that it was moving its principal executive offices to Austin, Texas.  The disclosure appeared under "Item 5 - Other Information":

Nevada Finds Disgorgement Is No Penalty

In 2017, the U.S. Supreme Court held that disgorgement in an SEC enforcement action is subject to the five-year limitations period in 28 U.S.C. § 2462 that applies to an "action, suit or proceeding for the enforcement of a civil fine, penalty or...

Fee Shifting May Be New To Delaware, But It's Old Hat In California

Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20).  Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of...

Court Finds No Substantial Federal Issue Engendered By Claim Of California Option Plan Exemption

The United States federal courts are courts of limited jurisdiction.  Therefore, it is not always possible to make a "federal case" out of claim, even when issues of federal law may be involved. 

Court Cogitates On Meaning Of "Stock"

Under California's famous Proposition 13, a change in ownership of real property triggers a reappraisal and reassessment of the property for property tax purposes.  Section 60 of the Revenue & Taxation Code defines a "change in ownership" as "a...

The German Empress And "She"

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent. Historically, attorneys tended to use male personal pronouns...

When A Purchase And Sale May Be A Loan

The California Financing Law requires that persons engaged in the business of making consumer loans or making commercial loans be licensed by the Department of Financial Protection and Innovation, unless exempt. Cal. Fin. Code §§ 22009 & 22100....

Are Diversity Riders Legal?

Some venture capital firms have recently begun including so-called "diversity riders" in their term sheets. In general, these require that the issuer and the lead investor make commercially reasonable efforts to include a member of an...

When, If Ever, Will California Charter A Public Bank?

 A little over a year ago, California Governor Gavin Newsom signed  legislation, AB 857 (2019 Cal. Stats. ch. 442) local agencies to establish so-called "public banks", subject to approval by the Department of Financial Protection and Innovation and...