Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933. Significantly, new Rule 147A will have no restrictions on offers and will not require that an issuer be organized in the...

Court Holds Indemnity Provision Provides No Right To Attorney Fees

Contractual indemnity provisions often broadly provide for the payment of the indemnified party's attorney fees.  In Alki v. Superior Court, 2016 Cal. App. LEXIS 892 (Cal. Ct. App. 2016), for example, a fund administration agreement required a hedge...

Does Placing Non-GAAP Financial Measures First Violate The Law?

Yesterday's post discussed the SEC staff's recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP financial measures. Item 10(e)(1)(A) requires only that...

When The SEC Became A Real Estate Regulator

For at least a century, it has been said that only three things matter in real estate: location, location, location. Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of non-GAAP financial...

Nevada Seizes Delaware's Business Entity Formation Crown

Delaware has long dominated the market for incorporations.  Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations. If this seems...

How Certain Can You Be Of A General Partner's Authority?

In this post, Professor Douglas K. Moll attacks the question of whether a partner has "actual authority, simply as a matter of his 'partner' status, to bind the partnership to an ordinary business transaction":

The High Price Of Trying To Enforce The Unenforceable

Readers of this blog will know that California marches to its own drummer when it comes to the enforceability of covenants not to compete. California Business & Professions Code Section 16600 declares these covenants void unless they fall within a...

Why State Registration Of Security-Based Swaps Is Non-Existent

The regulation of "swaps" lies at the intersection of the commodities and securities regulation. In the parlance of commodity regulation, a "swap" is a contract or transaction that provides for a payment dependent on an event or contingency...

The Principal Executive Office - It's Not Just About Venue

Last week, I wrote about the venue implications of the location (or lack of) a corporation's principal executive office. The location of a corporation's PEO isn't just about venue, however. Numerous provisions of the California General Corporation...