A Program Guide To The Facebook Fairness Hearing

As discussed in this earlier post, Facebook, Inc. has requested a fairness hearing before the California Department of Corporations. Technically, the hearing is being held pursuant to Corporations Code Section 25142 in connection with Facebook's...

Second Circuit Declines To Apply California Securities Law In Auction Rate Securities Case

In May 2011, I wrote about U.S. District Court Judge Susan Illston's decision allowing a purchaser of auction rate securities to pursue claims under the California Corporations Code against Deutsche Bank Securities Inc.  Anschutz Corp. v. Merrill...

"For Now", Hiring An Employee And Leasing An Office Doesn't Necessarily Add Up To Transacting Intrastate Business

An Illinois corporation hires an employee, leases office space in California. A dispute then arises between the corporation and its California employee. The employee sues and the corporation counterclaims. The employee moves to dismiss the...

Can An Attorney Blow The Whistle On His Client?

This month's issue of California Lawyer magazine includes this long piece discussing the case of Dimitrious P. Biller, a former in-house attorney. In 2011, an arbitrator order Mr. Biller to pay his former employer $2.6 million in damages and...

Borrowing Money From A Foreign Government May Make You A Subversive Organization In California

In 1941, Robert Noble, Ellis O. Jones and several other individuals were indicted for violating California's Subversive Organization Registration Law. The defendants were active in a pro-German group called the Friends of Progress. Eventually, they...

It's Farrago Friday!

CalPERS Voting Data Clarified

La Debacle - California's Flawed Bid To Enact The NCCUSL's LLC Act

For some time, I've been sounding the alarm against SB 323 (Vargas).  As introduced, this bill would have repealed California's Beverly-Killea Limited Liability Company Act, Corporations Code Section 17000 et seq., and enact a version of the Uniform...

Bulk Sales Bill Gutted and Amended!

As we come down to the closing days of the current legislative biennium, the legislative process becomes frenetic and unpredictable. SB 12 (Corbett) started out repealing California's Bulk Sales Act. As I wrote about earlier today, it was amended to...

The Bulk Sales Law - An Unconscionable Time A-Dying

In February 1685, Charles II of England, aka the "Merry Monarch", took ill and to his bed. Despite the ministrations of his doctors, it became clear to all that he was to die, but not easily or quickly. Throughout the King's last ordeal, his sense...