Swart Enterprises, Inc. is an Iowa corporation. It operates a farm with some 60 acres of crop land in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. It has no California employees. Swart's...
60 Acres And A Lawsuit Challenging The FTB's Interpretation of "Doing Business"
Posted on July 19, 2013
When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?
Posted on July 18, 2013
With most publicly traded companies choosing to incorporate in Delaware, corporate officers are likely to assume that they have the benefit of Delaware law. Assumptions sometimes can be wrong.
Officers And The Business Judgment Rule
Posted on July 17, 2013
Recently, I came across the following assertion:
When Does Optionee Have A Legally Binding Right To Shares - Vesting Or Exercise?
Posted on July 16, 2013
Congress enacted Section 409A of the Internal Revenue Code in 2004. Given the statute's complexity, the expense associated with compliance and its iron-fisted results, I've been amazed that there hasn't been a greater clamor for its repeal.
The Most Important Thing You Need To Know Now About The Lifting Of The General Solicitation Ban
Posted on July 15, 2013
I'm tempted to begin this post with the following:
Alter Ego - "Easy To State But Difficult To Apply"
Posted on July 12, 2013
Yesterday, the California Court of Appeal found substantial evidence in the record to uphold a trial court's decision to add an affiliated corporation as a judgment debtor under the "single enterprise" theory. Toho-Towa Co., Ltd. v. Morgan Creek...
Must Designated Directors Keep A Secret?
Posted on July 11, 2013
Yesterday's post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster's recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the decision even more intriguing -
Kalisman v. Friedman - A California Analysis
Posted on July 10, 2013
A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). Previously, I had posted on two...
The Politics Of Securities Enforcement
Posted on July 09, 2013
Historically, the Governor appointed California's Commissioners of Corporations. Cal. Corp. Code § 25600. Today, the Governor still appoints the head of the new Department of Business Oversight. Having served as a Commissioner, I believe that it is...
