Do The Secretary Of State's Criteria For Determining "Generally Recognized Presidential Candidates" Violate The APA?

Earlier this week, the California Secretary of State released his list of "generally recognized presidential candidates". These are the individual whose names will appear on California's June 2016 primary ballot. The Secretary of State listed 43...

Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

Late last month, California's Insurance Commissioner announced that he had "asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal". Thermal coal, also known as steam coal, is coal...

Promises, Promises: Secretary of State Admits California Can't Accommodate Cumulative Voting

California’s 1879 Constitution enshrined cumulative voting as a constitutional right. Cal. Const. of 1879, Art. XII, § 12 (repealed). The 1931 California General Corporation Law continued mandatory cumulative voting. When the current California...

A Failure To Mediate Results In A Failure To Litigate

Mediation is often viewed as less costly alternative to litigation.  Therefore, it is not unusual for parties to include a mediation provision in their contracts, such as the following:

9th Circuit Holds Subsidiary Could Be The General Manager Of Its Parent

Section 2110 of the California Corporations Code governs service of process on a foreign corporation. One means of valid service under the statute is by delivering process by hand to the corporation's general manager in California. The California...

What Vote Should Be Required To Pull The Plug On An LLC?

There are three paths to dissolution under California's Revised Uniform Limited Liability Company Act (RULLCA). First, an event of dissolution set forth in a written operating agreement or the articles of organization may occur. Cal. Corp. Code §...

District Court Declines To Redress The SEC's Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights. There can be no doubt, however, that the right...

The Investment Company Act And Roy M. Cohn

Last week, UFCW Local 1500 Pension Fund filed a class action and derivative lawsuit against Yahoo! Inc., its board of directors and some of its current and former officers.  (N.D. Cal. Case No. 3:16-cv-00478-RS).  According to the complaint,

Are Consultant's Employees Functionally Equivalent To Client's Employees?

As a general matter, the attorney-client privilege is waived by disclosing a communication to a third party. When a corporation hires an investment banker, the corporation's attorneys will frequently communicate with employees of the investment...