Raising Money For A Film Project? DOC Says Don't Forget The Securities Laws

Last week, the Department of Corporations filed a civil complaint in the Los Angeles Superior Court that accuses several companies and individuals of, among other things, failing to qualify the offer and sale of operating agreements, bridge loans,...

Dissolution Does Not Preclude Entry Of Default Judgment Against Nevada Corporation(?)

Stephens Media, LLC is the publisher of the Las Vegas Review-Journal.  In 2009, Stephens Media filed a lawsuit in the U.S. District Court against Citihealth, L.L.C. alleging a variety of trademark related claims. Citihealth failed to respond to the...

California's New LLC Act - Call Me Laocoon, But I Foresee A Mess!

On Friday, Governor Brown signed SB 323 (Vargas) into law. It was chaptered by the Secretary of State the same day. Section 20 of the bill adds the California Revised Uniform Limited Liability Company Act (RULLCA) to the Corporations Code as a new...

Classifying A Coterie Of Covenants

Yesterday, I wrote about Judge Lucy Koh's decision in SriCom, Inc. v. eBisLogic, Inc., 2012 U.S. Dist. LEXIS 131082 (N.D. Cal., Sept. 13, 2012) concerning the enforceability of a no-hire agreement.  Judge Koh mentions an earlier ruling by Judge ...

Court Says "No Way" To No-Hire

California is known for its hostility to covenants not to compete.  Legal antipathy to these kind of agreements didn't start here, however. 

Did A State Agency Really Decide That Corporations Have A Right To Assault Weapons?

The California Constitution does not explicitly grant anyone or anything the right to bear arms. However, a recent determination by the Office of Administrative Law has apparently given rise to the misconception that it has decided that corporations...

Why "Independent Legal Counsel" Is A Splendid Lie

The 1735 edition of Jonathan Swift's Gulliver's Travels includes a frontpiece portrait of Capt. Lemuel Gulliver.  Beneath the portrait is a Latin phrase - Splendide Mendax.  This phrase is a snippet from the Roman Poet Horace's Odes (Book III, Poem...

Prominent Amici Urge Reversal Of Court of Chancery Refusal To Grant Preclusive Effect To Prior Rulings

In "Delaware Court of Chancery 'Overrules' Federal Court", I wrote about Vice Chancellor J. Travis Laster's ruling Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012) to allow a derivative...

CA Court Concludes Form 8-K Filing Is Not An "Official Proceeding" - Why It Matters

Companies subject to the reporting requirements of the Securities and Exchange Act are required to file a Current Report on Form 8-K with the Securities and Exchange Commission within four business days of the retirement, resignation or termination...