Court of Appeal Holds That Employee Indemnification Statute Does Not Reach "First Party" Lawsuits

If you ask a corporate law attorney about indemnification of officers and other corporate agents, she will likely steer you to Corporations Code § 317. Ask an employment law attorney the same question, and she will likely refer you to Labor Code §...

Governor Signs Bill Imposing New Requirements On In-State And Out-of-State Employers Who Pay Commissions

Two score and eight years ago, the California legislature enacted AB 836 (Frew), Stats. 1963, ch. 1088. That legislation requires employers who pay their employees for services in California through commissions to provide those employees with a...

Governor Brown Signs Flexible Purpose And Benefit Corporation Bills - Confusion To Follow

A Tale of Two Bills

Governor Brown Vetoes CalPERS/CalSTRS Gift Limitation Bill

For the last two years, the California Public Employees Retirement System has been dogged by an unrelenting stream of bad news concerning the behavior of its current and former board members and officers.  In the most recent blow, the California Fair...

Warning! The Government May Not Have To Tell You The Truth When It Sells Securities

Last month, the U.S. Treasury issued this press release announcing a secondary public offering of warrants to acquire the common stock of a financial services holding company. The company originally issued the warrants to the Treasury in a private...

They May Be At The Gate, But Lawyers Are Not Gatekeepers

In the sixth century BCE, the king of Clusium (a city in Tuscany) attacked Rome. A one-eyed junior officer, Publius Horatius Cocles, took up the task of defending a key bridge, the Pons Sublicius, when his more senior officers were casting about in...

The NAFTA, Preemption And Where In the World Are The Reservations?

Earlier, I wrote this post about the exemption from registration found in Section 3(a)(2) of the Securities Act for "any security issued or guaranteed by any bank". For purposes of this statute, a "bank" generally means "any national bank, or any...

Nevada Business Entity Law Changes Are Now In Effect

Nevada's legislature meets only in odd number years and then for only 120 calendar days (2,880 hours).  Nev. Const. Art. 4, § 2(2). This year, the legislature enacted SB 405, which makes numerous changes, large and small, to the Nevada's business...

Corporate Ownership Disclosure Again In The Crosshairs

Nevada Secretary of State Announces Task Force