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Court Punishes Company For Statement Of Belief

Thomas Carlyle famously called economics, the "dismal science".  Sometimes, the law can be equally disheartening.  Imagine trying to explain to a client that a statement that the company is "on track" to meet its projections might be within the safe...

securities fraud

Prevailing Plaintiff Found To Be Liable For Defendant's Legal Fees

The Fourth District Court of Appeal's decision in Burkhalter Kessler Clement & George LLP v. Hamilton (Cal. Ct. of Appeal Case No. G054337 (Jan. 8, 2018)) reminded me of the opening lines of Carole King's 1971 hit song Sweet Seasons:

"Sometimes you...

What California Lawyers May Learn From This Delaware Case

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not authorize the Court of...

Corporate Governance

Plaintiffs File Amended Complaint Against Yahoo! But Is Something Missing?

Last spring, a derivative suit was filed in California Superior Court against certain of current and former directors and officers of Yahoo!, Inc. alleging breach of fiduciary duty in connection with the company's widely reported data breach.  The...

Derivative Suits

Come Now, Venue Is Not A Forum

At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies "purporting to require...

exclusive forum, forum selection

Court of Appeal Explains Parol Evidence Rule

Today, I am picking up on my discussion of Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS 1150 (Ct. App. Dec. 22, 2017) in this post from last week and last year.  Kanno involved the application of the parol evidence rule under both...

"parol evidence rule"

Tax Cuts And Jobs Act - My Disclosure List (So Far)

As I and many others start to consider the disclosure implications of the Tax Cuts and Jobs Act, I've begun a list of possible disclosure related topics:

  • Re-measurement of deferred tax assets. As discussed in my post last week, a re-measurement will...

The Form 8-Ks That The SEC May Have Overlooked

As reported by Cydney Posner, Broc Romanek and undoubtedly many others, Corporation Finance staff issued a new Compliance and Disclosure Interpretation addressing whether a re-measurement of a deferred tax asset to incorporate the effects of newly...

Form 8-K, Item 2.02, Legislation, Broc Romanek, Cydney Posner, Item 2.04, tax cuts and jobs act

Does Choice Of Law Include The Parol Evidence Rule?

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements.  Kanno v. Marwit Capital, No. G052348, 2017 Cal. App....

choice of law, Hutchinson v. Hutchinson, integration clause, Mergers & Acquisitions, "parol evidence rule", substantive, kanno v. marwit capital, procedural

Nevada Supreme Court Won't Allow Advisory Mandamus Escape Hatch

In Archon v. Eight Jud. Dist. Ct., 133 Nev. Adv. Op. 101 (2017), the Nevada Supreme Court provides a concise explanation of the uses of mandamus and administrative mandamus as escape hatches from the final judgment rule.  The background of the case...

appeal, extraordinary writ, Nevada Corporations, Advisory mandamus, Nevada Supreme Court

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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