In a short ruling, U.S. District Court Judge Jeffrey S. White recently tackled a claim by a former employer that its departed employee had committed securities fraud when he allegedly failed to disclose that the price offered by his new employer for...
Tender Of Inflated Price Under Right Of First Refusal Does, And Doesn't, Confer Standing
Posted on November 04, 2013
How To Get A Request For An Interpretive Opinion Rejected
Posted on November 01, 2013
Corporations Code Section 25618 authorizes the Commissioner of Business Oversight to honor requests for interpretive opinions. An interpretive opinion offers far more protection than a no-action letter from the SEC staff. Section 25700 provides...
In Honor Of Nevada Day - A Transaction You Can Do In Nevada, But Not Delaware
Posted on October 31, 2013
Unlike the monks of Mt. Athos, I don't adhere to the Julian Calendar (today is October 17, 2013). However, I do remain a traditionalist when it comes to Nevada Day. October 31 is the original date on which Nevada Day was celebrated. In 1999,...
M&A Brokers - What About George Babbitt?
Posted on October 30, 2013
Yesterday's post mentioned a California broker-dealer exemption for mergers and acquisitions specialists - Rule 260.204.5. One astute and observant reader pointed out that California's Real Estate Law may also be an issue. This is an issue that I...
NASAA Supports Regulatory Relief For M&A Brokers
Posted on October 29, 2013
Last June, Congressman Bill Huizenga introduced H.R. 2274 which would amend the Securities Exchange Act of 1934 to provide for a notice-filing registration procedure for brokers performing services in connection with the transfer of ownership of...
The California Corporations Code - Where The Dead Live On
Posted on October 28, 2013
While in college, I had the unique pleasure of taking a course in Economic Botany and later doing independent study (my paper was on Pinus Monophylla) under the late Dr. Richard Evans Schultes, the father of Ethnobotany. If Economic Botany sounds...
Court Decides Demurrer To Derivative Suit - What About California Law?
Posted on October 25, 2013
Yesterday, the California Court of Appeal affirmed California Superior Court Judge James P. Kleinberg's judgment sustaining a demurrer in a shareholder derivative action against the officers and directors of Yahoo! Inc. Leyte-Vidal v. Semel, 2013...
There May Be Fifty Ways To Leave Your Lover, But In Nevada There Are Four Ways To Change A Corporation
Posted on October 24, 2013
There are only few days left until Nevada Day. See “Out by the Truckee’s Silvery Rills”. If you're still looking for that special Nevada Day gift, nothing says "Happy Nevada Day" quite like a gift of Bishop & Zucker on Nevada Corporations and...
Does SEC Independence Mean A Lack Of Accountability?
Posted on October 23, 2013
Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view independent agencies as part of...
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