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Thinking About Converting? You May Need The Commissioner's Approval!

In 1999, the Business Law Section of the California State Bar sponsored AB 197 (Ackerman).  That bill established a comprehensive scheme under the California Corporations Code for the conversion of limited partnerships and limited liability...

SEC's Proposed Whistleblower Rules Will Eviscerate Compliance Programs

Last month, I wrote about California's whistleblower hotline in this post.  In early November, the Securities and Exchange Commission issued proposed rules for implementing the whistleblower provisions of Section 21F of the Securities Exchange Act...

LLC Contractor Licensing - "We're Not Even Talking About That."

I've welcomed the enactment of SB 392 (Florez) which authorizes the Contractors' State License Board to issue contractor's licenses to limited liability companies.  Potential LLC licensees should note, however, that SB 392 imposes significant surety...

California's Big EASI

My friend, Bill Twomey, suggested a post describing how to get copies of securities and franchise filings made with the Department of Corporations.  It's actually pretty easy.  The DOC maintains the California Electronic Access to Securities...

Where Are CalPERS' Placement Agent Disclosure Regulations?

In September 2009, I submitted a petition to the California Office of Administrative Law (OAL) for a determination that CalPERS' placement agent disclosure guidelines constituted illegal, underground regulations.  Although the OAL accepted my...

"One Man Is As Good As Another Until He Has Written A Book"

A few years back, I had the great pleasure of serving with Bruce Dravis as Co-Chairman of the Corporations Committee of the Business Law Section of the California State Bar.  The American Bar Association's Business Law Section will soon be...

"It must be confessed! It WILL be confessed! There is no refuge from confession . . ."

In 2003, California Senator Martha Escutia introduced a bill to make "technical nonsubstantive changes" to a provision of the California Civil Code dealing with construction defects.  The bill passed out of the Senate and the Assembly without...

Just What Is An Initial Transaction Statement?

When shares of a California corporation are subject to a restriction on transfer or other specified conditions, Section 418 of the California Corporations Code requires that this fact "appear on the certificate, the initial transaction statement,...

Secondary Trading In Private Company Shares

In this blog posting from last June, I mentioned briefly the phenomenom of secondary trading in the shares of companies not subject to the periodic reporting requirements of the Securities and Exchange Commission.  In this article for the Daily...

"This Is Not The Way Criminal Law Is Supposed To Work."

Last week, the Ninth Circuit Court of Appeals issued its opinion in U.S. v. Goyal, No. 08-1436 (Dec. 10, 2010).  This case involved an appeal by the former Chief Financial Officer of Network Associates, Inc. (now known as McAfee, Inc.).  This...


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