DBO RIP July 1, 2013 to January 1, 2021

It is now official.  Governor Newsom has signed AB 1864

Is A Corporation's Address A Trade Secret?

"Cryptocurrency" is a hybrid word form from the Greek adjective, κρυπτός, meaning hidden, and the Latin participle, currens, mean running or flowing.  The word "currency" is also derived from currens, perhaps based on the idea that money flows from...

Do You Indorse Or Endorse A Document?

When you indorse a check or stock certificate, you typically sign it on the back.  That makes etymological sense because "indorse" is derived from the Latin preposition in, meaning on, and dorsum, meaning back. 

LLC's Failure To File Cross-Complaint Dooms Double Derivative Action

Although the members of a limited liability may file a derivative action, the right of action belongs to the LLC and not to the members themselves.  This fundamental principle had real consequences for the plaintiffs in Heshejin v. Rostami, 2020 Cal....

Issuer Errs In Permitting Broker Non-Votes But Attorneys' Fees Claim Fails

Broker non-votes can be a source of confusion for those not familiar with how shares of public companies are typically held and stock exchange rules. A broker non-vote occurs when a broker does not receive voting instructions from its client and...

Is The CSL (Over)Due For A Makeover?

One of the first registered public offerings that I worked on was for a small technology company. The lead underwriter was a regional investment banking firm. Although he had considerably more experience in securities law than me, the underwriters'...

Is A Breach Of Fiduciary Duty A Violation Of State Law?

California Labor Code Section 1102.5 protects employees from certain retaliatory acts by their employers.  Subdivision (b) of the statute provides:

Must Directors Self-Identify?

California's existing board gender quota law (Cal. Corp. Code §§ 301.3 and 2115.5) is based on an individual's self identification as a woman, without regard to that individual's designated sex at birth. AB 979, which would impose additional quotas...

They Say That Breaking Up Is Hard To Do . . . Will Californians Vote On Secession?

"It was that population that gave to California a name for getting up astounding enterprises and rushing them through with a magnificent dash and daring and a recklessness of cost or consequences, which she bears unto this day — and when she...