Can Officers Contract For The Business Judgment Rule?

Yesterday, I wrote about a recent memorandum opinion by U.S. District Court Judge Dale S. Fischer that led to a jury verdict awarding nearly $169 million in damages against three former corporate officers. Among other things, Judge Fischer ruled...

Is FDIC v. Van Dellen California's Smith v. Van Gorkom?

Last Friday, the jury in FDIC v. Van Dellen (C.D. Cal. Case No. CV 10-4915 DSF (SHx)) returned a verdict totalling nearly $169 million against three former officers of the home builder division of IndyMac Bank, F.S.B. The Office of Thrift...

Move Over Hester Prynne: If Your Company Is Delinquent, You May Also Be Wearing A Scarlet Letter

In 2006, then Assembly Member Jerome Horton authored AB 1418 to require the Board of Equalization and the Franchise Tax Board to make publicly available lists of the 250 largest tax delinquencies in excess of $100,000. In California, the BOE...

DOC Warns Financial Services Licensees And Can A Theory Be A Tautology?

Last April, the Consumer Financial Protection Bureau issued this Bulletin cautioning supervised banks and certain non-depository financial services companies that they must have "an effective process for managing the risks of service provider...

DOC Gives Notice of New Filing Requirements For Real Estate Issuers

New Filing Requirements

A Forum Selection Clause Issue That You May Not Have Heard About Until Now

In a forthcoming paper, Professor Joseph A. Grundfest at Stanford Law School examined the incidence of forum selection provisions by chartering and headquarters jurisdictions.  It may come as a surprise to very few that California ranked first:

Can CalPERS Be Sued In Federal Court Or Perhaps Even New York State Court?

The California Public Employees' Retirement System began lending securities in the early 1980s.  Since the early 1990s, CalPERS has used the Master Securities Loan Agreement (MSLA) originally developed by the former Bond Market Association (fka...

Court Holds That Same Attorney May Advocate Before The ALJ and Agency Head

The Department of Corporations, like many state and federal agencies, does not observe a strict separation of powers. Indeed, the Department performs quasi-legislative functions in the form of rule making, prosecutorial (executive) functions in the...

Californians Like To Whistle While They Work

California Ranked No. 1!