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Why "Transfer or Hypothecate"?

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series.  This is the only time the word "hypothecate" appears in the General...

California Corporations Code

Caremark Claims And California

A popular claim for plaintiffs in derivative litigation against directors of Delaware corporations has been that the directors breached their duty of oversight.  This theory has its genesis in Chancellor William T. Allen's decision in In re Caremark...

The SEC's New C&DI And Cumulative Voting

Last Friday, the staff of the Securities and Exchange Commission issued 45 new Compliance & Disclosure Interpretations relating to proxy solicitations and related schedules.  One of these dealt with the issue of cumulative voting:

Question 124.01:...

Corporate Governance

The Cancelled LLC - What Is Thy Power?

To call the California Revised Uniform Limited Liability Company Act "quirky" would be to pay it an unmerited compliment.  Take, for example, the provisions governing dissolution.

As enacted, Section 17707.06(a) provided that an LLC in dissolution...

DBO Issues Phishing Warning

The Department of Business Oversight recently published a warning to beware of "phishing" schemes.  The DBO points out that it sends its Monthly Bulletins and other time-sensitive communications through its list host, Granicus (aka GovDelivery). ...

State Has No Clue As To How Much Board Gender Mandate Will Cost

Several previous posts have highlighted a bill that would impose a gender mandate with respect to the boards of directors of publicly traded corporations that maintain their principal executive office in California.  Having passed out of both the...

California Secretary of State

Secretary Of State Finds Business Chatbots And Online LLC-1 Filings

The California Secretary of State's office yesterday announced two improvements to its business website.  The first is "Eureka" which is intended to allow the public to navigate the Secretary of State's website using "chatbot" technology. ...

Will "Best Interest" Preempt Fiduciary Duties?

Last month, the Securities and Exchange Commission proposed to established a standard of conduct for broker-dealers when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer.  If...


A Curious Case Of Stolen Par Value

The concept of par value has largely fallen into desuetude.  Thus, I was surprised to see a Nevada Supreme Court opinion dealing with stolen par value.  I can understand stealing par value shares, but how does anyone steal par value and why would...

trade secrets

SEC Announces Launch Of SALI; What About The States?

Earlier this week, the Securities and Exchange Commission announced the launch of a new online tool for investors.  The SEC describes this tool as follows:

"The SEC Action Lookup for Individuals – or SALI– will help identify registered and...

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