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If I Were A Carpenter, I'd Build A Better Proxy

As reported by Broc Romanek on May 24, 2011 in The Proxy Season Blog, the United Brotherhood of Carpenters and Joiners of America recently filed a petition for rule making with the Securities and Exchange Commission.  The Carpenters would like to...

SEC Proposes John Wilkes Booth Rules

On Wednesday, the Securities and Exchange Commission proposed rules disqualifying felons and other "bad actors" from Rule 506 offerings.  In 2007, I submitted this comment letter arguing, among other things, that the SEC should not impose mandatory...

SEC's Whistleblower Release Misapprehends California Ethics Laws And Rules

In a 3-2 vote yesterday, the Securities and Exchange Commission approved final rules implementing the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934.

The more law, the greater the injustice

The adopting release is 305...

Conflict Minerals Bill In Suspense File (For Now)

SB 861 in Suspense

In April, I wrote in this post about SB 861 (Corbett), a California bill intended to put some teeth in the Dodd-Frank Act's mandate (Section 1502) that the Securities and Exchange Commission adopt disclosure and reporting...

SEC Rule 14a-21(b) - An "Extraordinary Injustice" To Shareholders?

When the Securities and Exchange Commission was considering the adoption of its say-on-pay rules, I submitted this comment letter recommending that issuers be given flexibility to adopt voting procedures that they determine to provide the most...

"Fair Is Foul, And Foul Is Fair", But Are "Fair Value" And "Fair Market Value" Synonymous?

Last Friday, I wrote in this post about a recent Nevada Supreme Court decision that provides a modicum of guidance on how "fair value" is to be determined for purposes of Nevada's dissenters' rights law.

California's dissenters' rights law doesn't...

Nevada Supreme Court Adopts Delaware Approach To Fair Value Burden Of Proof

Recently, the Nevada Supreme Court answered several questions concerning how to determine the "fair value" of shares under Nevada's dissenters' rights statutes (found in NRS Chapter 92A).  American Ethanol, Inc. v. Cordillera Fund, L.P. (May 5,...

Concurrent Jurisdiction Found For Covered Class Actions

In 1997, I testified at an oversight hearing before the United States Senate Banking, Housing & Urban Affairs Committee regarding securities litigation abuses.  At the time, Congress was considering whether to enact legislation to stop plaintiffs...

Plaintiff's Assertion of "L'état, c'est moi" Falls On Deaf Ears

A plaintiff will usually advance an alter ego claim against a defendant.  When a plaintiff asserts an alter ego claim against itself, then you have a real "man bites dog" or perhaps a "man bites himself" case.  Occasionally, however, a man does bite...

Ahistorical Bedfellows: The California Corporations Code And The Common Law

Unlike New York or Virginia, the State of California was never an English colony (although Francis Drake named it New Albion and claimed it for England on June 17, 1579).   Rather than English, California's European historical roots are Spanish. ...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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