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The Form 8-Ks That The SEC May Have Overlooked

As reported by Cydney Posner, Broc Romanek and undoubtedly many others, Corporation Finance staff issued a new Compliance and Disclosure Interpretation addressing whether a re-measurement of a deferred tax asset to incorporate the effects of newly...

Form 8-K, Item 2.02, Legislation, Broc Romanek, Cydney Posner, Item 2.04, tax cuts and jobs act

Does Choice Of Law Include The Parol Evidence Rule?

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements.  Kanno v. Marwit Capital, No. G052348, 2017 Cal. App....

choice of law, Hutchinson v. Hutchinson, integration clause, Mergers & Acquisitions, "parol evidence rule", substantive, kanno v. marwit capital, procedural

Nevada Supreme Court Won't Allow Advisory Mandamus Escape Hatch

In Archon v. Eight Jud. Dist. Ct., 133 Nev. Adv. Op. 101 (2017), the Nevada Supreme Court provides a concise explanation of the uses of mandamus and administrative mandamus as escape hatches from the final judgment rule.  The background of the case...

appeal, extraordinary writ, Nevada Corporations, Advisory mandamus, Nevada Supreme Court

The General Corporation Law That Doesn't Exist

Consider the following excerpts from recent filings made with the Securities and Exchange Commission:

The following description summarizes important terms of our capital stock. For a complete description, you should refer to our certificate of...

Nevada Corporations, Nevada General Corporation Law, Nevada Revised Statutes, NRS

Delaware Supreme Court Defines "Collusion"

A couple of years ago, I taught Administrative Law at the University of California, Irvine School of Law.  One of the many theories that we covered was the idea of "regulatory capture".  This is a "term coined by public choice economists to indicate...

2017 Del. LEXIS 522, Birmingham v. Good, Caremark claim, collusion, Delaware Supreme Court, Derivative Suits, Duke Energy, regulatory capture

Pay Ratio Disclosure And The Sometimes Mythical Median Employee

Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act.  That statute requires the Securities and Exchange Commission to...

median, Regulation S-K, Dodd-Frank Act, Executive Compensation, Item 402, pay ratio, Section 953(b)

Does The Sheriff Need A Permit To Sell Shares?

Last week, I wrote about a recent Court of Appeal decision allowing for the possibility that a sale of shares at a sheriff's sale could amount to conversion.  Duke v. Superior Court, 2017 Cal. App. LEXIS 1116.  A fundamental principle underlying the...

California Securities Laws, nonissuer transaction, reeve, Shire, Magna Carta, Section 25011, Section 25104(f), Section 25130, sheriff's sale

Sale Of Shares At Sheriff's Sale May Constitute Conversion

One might expect that a sheriff's sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor.  A California Court of Appeal, however, has ruled that it could.

In Duke v. Superior Court, Cal....

Duke v. Superior Court, foreclosure, conversion, Securities Litigation, sheriff's levy

Did The Legislature Grant A License To Lie To The Cannabis Industry?

An entire division of California's Business & Professions Code is devoted to a single plant genus - Cannabis.  The official name of the division is the "Medicinal and Adult-Use Cannabis Regulation and Safety Act" aka the MAUCRSA.  Bus. & Prof. Code...

Bus. & Prof. Code, California Securities Laws, cannabis cooperative, Corporate Securities Law, association, Business and Professions, exemption, marijuana, MAUCRSA, Section 26000, Section 26228

Cannabizfile Comes To California

California Secretary of State Alex Padilla wants to help entrepreneurs in California by launching a new online business portal.  According to Secretary of State's press release, the new portal, coined "Cannabizfile", provides useful information...

cannabis, cannabizfile, marijuana, portal, Secretary of State

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