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Sale Of Shares At Sheriff's Sale May Constitute Conversion

One might expect that a sheriff's sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor.  A California Court of Appeal, however, has ruled that it could.

In Duke v. Superior Court, Cal....

Duke v. Superior Court, foreclosure, conversion, Securities Litigation, sheriff's levy

Did The Legislature Grant A License To Lie To The Cannabis Industry?

An entire division of California's Business & Professions Code is devoted to a single plant genus - Cannabis.  The official name of the division is the "Medicinal and Adult-Use Cannabis Regulation and Safety Act" aka the MAUCRSA.  Bus. & Prof. Code...

Bus. & Prof. Code, California Securities Laws, cannabis cooperative, Corporate Securities Law, association, Business and Professions, exemption, marijuana, MAUCRSA, Section 26000, Section 26228

Cannabizfile Comes To California

California Secretary of State Alex Padilla wants to help entrepreneurs in California by launching a new online business portal.  According to Secretary of State's press release, the new portal, coined "Cannabizfile", provides useful information...

cannabis, cannabizfile, marijuana, portal, Secretary of State

Move Aside EPA, The SEC Is Now Regulating Ecosystems!

I don't hear many securities lawyers talking about "ecosystems".  Indeed, I think of the word as being more the province of environmental lawyers.  The word itself is an amalgamation of two Greek words - οἶκος, meaning house, and σύστημα, meaning a...

coin offerings, Enforcement & Investigations, Howey test, ICO, investment contract, Munchee, DOA, Section 21(a), Section 8(a)

Were The SEC's Pay Ratio Rule Efforts Valiant?

James D.C. Barrall recently published a listing of ten consensuses on CEO pay ratio planning.  He begins with the following:

"More than seven years after the enactment of the Dodd-Frank Act, the CEO pay ratio rule is finally set to require...

JAMES D.C. Barrall, pay ratio, Uncategorized

Another Foolish Inconsistency - This Time For Broker-Dealers

Yesterday's post chided Glass, Lewis & Co., LLC for its inconsistent positions on majority rule.  Today's post tackles a foolish inconsistency in the California Codes.  Section 25217(c) of the California Corporations Code provides:

A broker-dealer...

broker-dealer, Broker-Dealers, Cal. Const. Art. XV, Finance Lender, Finance Lenders, Finance Lenders Law, In re Stephan, personal property broker, Section 22050, Section 25217

Would Glass Lewis Have Anything To Do If It Were Consistent?

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

"With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now...

Glass Lewis, section 602(a), Supermajority vote, Bob Lamm, California Corporations Code, Corporate Governance, proxy voting guidelines, Section 902(a)

Court: Operating Agreement Did Not Grant Terminated Employees Lifetime Jobs

An employment agreement is one thing and an operating agreement quite another.  In ITV Gurney Holding Inc. v. Gurney, Cal. Ct. Appeal Case No. B281694, the board of a limited liability company fired two employees who were also managers.  The two...

Limited Liability Companies, employees, ITV Gurney Holding Inc. v. Gurney, operating agreement

Of Touting, Tweets and Advertising

Last month, the Securities and Exchange Commission issued this public statement warning about touting of securities by celebrities:

Celebrities and others are using social media networks to encourage the public to purchase stocks and other...

advertising, California Securities Laws, compensation, Section 25300, securities, Rule 260.302, SEC, Section 17(b), Section 25002, stocks, touting, tweeting

Home On The Grange

As a child, I was always puzzled when I saw a Grange Hall.  Was Grange a misspelling of "range"?  If not, what was a "grange"?  Only later did I learn that "grange" was derived from the Latin word, granum, meaning a seed.  The word forms part of the...

National Grange, nonprofit corporations, Section 7132, distribution of assets, nonprofit mutual benefit corporation, Section 204

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