Until two years ago, determining whether a company was "doing business" in California depended upon whether it was "actively engaging in any transaction for the purpose of financial or pecuniary gain or profit". Cal. Rev. & Tax. Code § 23101. While...
Why Your LLC May Be Doing More Than You Think In California Even When It's Doing Nothing
Posted on August 27, 2013
When Incorporating, Stay Off The "Highway of Sorrow" For There May Be No Turning Back
Posted on August 26, 2013
As an erstwhile player of the five-string banjo, I'm a big fan of Bluegrass music. One of my favorite songs is the rueful "Highway of Sorrow" as performed by the great flat pick guitar player Doc Watson. The song includes these mournful lines:
CalPERS Releases California "Investment" Report
Posted on August 23, 2013
On Monday, CalPERS released its annual CalPERS for California 2012 report. The report provides some interesting data about the size and nature of CalPERS investments. According to the report, CalPERS invests in 664 public companies headquartered in...
Is A Popularity Contest The Best Way To Pick A Proxy Advisor?
Posted on August 22, 2013
Koheleth wrote that "there is nothing new under the sun", but there are a many ideas that are new to me. Such is the case with the shareholder proposal recently submitted by James McRitchie (Corpgov.net) to Cisco Systems, Inc. In general, he...
Loss Causation And Stichomythia
Posted on August 21, 2013
Yesterday, I wrote about the Ninth Circuit's recent decision allowing a plaintiff to amend his complaint to plead that a subsequent event (the filing of a registration statement) had caused his loss as a result of an exchange of shares in a merger...
Ninth Circuit Decides Plaintiff May Amend Complaint To Plead That Subsequent Event Caused Loss
Posted on August 20, 2013
As mere mortals, we experience time as proceeding in one direction only. We can move forward in time, but never backwards (at least not yet). To illustrate, suppose there are two events, which I creatively call "Event A" and "Event B". If Event A...
Legislature Repeals Subversive Organization Registration Law And Loosens Advance Notice Requirement For Reorganizations
Posted on August 19, 2013
Just over a year ago, I posted this piece on California's World War II era Subversive Organization Registration Law. A few months later, the Assembly Committee on Judiciary suddenly introduced a bill, AB 1405, to repeal the law. This may have been...
All The World's A Stage, But The SEC Isn't Allowing All Actors To Play Upon It
Posted on August 16, 2013
Every Rule Must Play It's Part, But This Part Is A Sad One
Ever Wonder Who's In Charge At The Department Of Business Oversight?
Posted on August 15, 2013
I'm still adjusting to the fact that the Departments of Corporations and Financial Institutions have merged or morphed into the totalitarian sounding Department of Business Oversight. See DOC and DFI - RIP. Like each of its predecessors, the new...
