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Bylaw Violation is also a Breach of Fiduciary Duty

Le v. Pham, 180 Cal. App. 4th 1201 (2010) dates all the way back to January of this year but is still worth noting.  In this case, the Court of Appeal held that the shareholders in a professional corporation had a fiduciary duty to the other...

Sticking to the Subject

In a prior post, I wrote about "spot" bills.  So if a legislator thinks of a new idea, why can't he or she simply tack it on to an existing bill?

The reason why this isn't possible is that the California Constitution requires that a statute embrace...

U.S. Supreme Court Decides Fate of Legislative Platypus

This morning, the U.S. Supreme Court issued its opinion concerning the constitutionality of the Public Company Accounting Oversight Board (PCAOB). The Court held that the dual for-cause limitations on removal of PCAOB members contravene the U.S....

Dividends: Sale or No Sale?

When a corporation distributes its own securities to its existing shareholders, there is no sale - correct?  Well, maybe not. Corporations Code 25017(f) does exclude from the definition of "sale" any "stock dividend payable with respect to common...

Commissioner DuFauchard Proposes Broker-Dealer Safe Harbor Rule

In 2007, a California Court of Appeal held that corporate officers and directors may be subject to licensure as broker-dealers unless they receive a commission for the sale of securities.  People v. Cole, 156 Cal. App. 4th 452 (2007).  Although the...

Enforcing this Bylaw Could Land You in Jail!

Out-of-state practitioners are frequently surprised by some of California's laws, but I'm guessing that very few, if any, California lawyers are familiar with Business & Professions Code Section 16801. That section provides in part:

It is unlawful...

Supreme Court Set to Decide Constitutionality of the PCAOB

Although this blog is dedicated to California corporate and securities law topics, I couldn't resist a post regarding this pending decision. 

At the Supreme Court session this morning announcing opinions, the Chief Justice confirmed that the Court...

Appellate Court Finds Triable Issues of Fact in Alter Ego Claim

The Sixth District Court of Appeal recently addressed what it takes for someone to beat an alter ego claim on a motion for summary judgment.  In Zoran Corp. v. Chen, the plaintiff sued several companies and an individual for amounts owed to the...

Court of Appeal Applies Delaware Law to Sustain Demurrer to California Action

In the last few weeks, the various appellate districts of the Court of Appeal have been pumping out corporate law opinions.   The most recent, Fox v. JAMDAT Mobile, Inc., involves a stockholder lawsuit against a Delaware corporation, JAMDAT, and its...

CalPERS’ Proposed Placement Agent Disclosure Rule Likely to be Amended

Last year, the California legislature enacted AB 1584 as an urgency measure. That legislation required the retirement boards of each public pension or retirement system to develop and implement, on or before June 30, 2010, a policy requiring the...


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