Court Holds Corporations Have No Constitutional Privacy Right, But . . .

Article I, Section 1 of the California Constitution provides that "all people" have an inalienable right of privacy. Does this right extent to corporations? Seemingly it would if corporations are considered "people". Some might cite the U.S. Supreme...

Resource Extraction Payments Disclosure: "I've Information Vegetable, Animal, and Mineral"

Section 13(q) of the Securities Exchange Act of 1934 directed the SEC to issue rules requiring resource extraction issuers to include in an annual report information relating to any payment made by the issuer, a subsidiary of the issuer, or an...

"Not De Minimis" Is No Small Thing!

Having failed to meet a Congressional deadline for years, a federal court last fall ordered the Securities and Exchange Commission to adopt a resource extraction payments disclosure rule as required by Section 13(q) of the Securities Exchange Act. ...

What The SEC Doesn't Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings. The SEC somewhat misleadingly describes its proposal as " "amendments to...

Court Applies Safe Harbor Doctrine To CA Transparency in Supply Chains Act

I first wrote about the California Transparency in Supply Chains Act more than four years ago.  See California To Require Website Disclosure Regarding Efforts To Eradicate Slavery And Human Trafficking. At the time, I noted that "The Act provides...

Do Indemnity Agreements Constitute Unlicensed And Unlawful Insurance?

Parties to all sorts of agreement negotiate over the allocation of risk. A seller, for example, might sell goods at a higher price with a full warranty and at a lower price with no warranty. A corporate officer may insist on higher compensation in...

Blasphemous Corporate Names

Yesterday's post considered the question of whether the California Secretary of State could refuse to accept offensive corporate names. Blasphemous corporate names constitute a subset of offensive names because they are offensive to believers....

Can The Secretary Of State Reject Disparaging Business Entity Names?

Section 2(a) of the Lanham Act bars the Patent and Trademark Office from registering scandalous, immoral, or disparaging marks. 15 U.S.C. § 1052(a).  However, the United States Court of Appeals for the Federal Circuit sitting en banc recently held...

Court Of Appeal Finds Indemnity Includes First Party Claims

Three years ago, I wrote this brief post about how to interpret an indemnity claim. I wrote that post to remind readers that the California Civil Code not only defines "indemnity", it provides a series of interpretational rules. According to the...