Nevada Supreme Court: Judge, Not Jury, Decides Unambiguous Contract

In 2011, a local water district in Nevada entered into a lease agreement with Paradise Canyon, LLC to provide shares of water for irrigating the Wolf Creek Golf Club.   The lease agreement granted Paradise Canyon a right of first refusal with respect ...

If You Agree That Stock Issuance Was Not "Compensation, Salary, Or Income", You May Want To Think Carefully Before Issuing A Form 1099

Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr. Nazaryan "is not...

Ninth Circuit Upholds DFPI's Commercial Financing Disclosure Rules

On September 30, 2018, California enacted SB 1235, codified at California Financial Codes sections 22800–22805. See California Will Soon Require Novel Disclosure Requirements Providers Of Commercial Financings . SB 1235 requires that an offer of...

If The Shares Of A Chinese Company Are Delisted, What Happens To Trading In California?

Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies. Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or segment thereof) are...

Digital Financial Assets - Out Of The Frying Pan And Into The Fire?

The application of the securities laws to digital financial assets has been fraught for lawyers and their clients. After taking a hard line that many of these assets were securities under the federal securities laws, the Securities and Exchange...

Nevada Supreme Court: Chapter 7 Filing Dooms Shareholder Breach Of Fiduciary Claim

Globe Photos, Inc. owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth. Despite these assets, Globe didn't make a go of...

Fidelity National Financial, Inc. Takes Another Run On Nevada Move

Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The company has not given up on the proposal.  Yesterday, it filed ...

The Possible Securities Act Implications Of Harvard's "Nyet" To Government Civil Rights Reform Demands

Last week, the United States General Services Administration, Department of Education, and Department of Health and Human Services sent a letter to Alan M. Garber, the President of Harvard University, and Penny Pritzker, Lead Member of the Harvard...

When Do Blue Sky Laws Apply?

In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws. This is understandable because federal law in many cases preempts state qualification/registration...

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