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This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law.  These California issuers, however, are free to choose to have the...

Uniform Commercial Code

How To Avoid The California General Corporation Law

The California legislature has famously extended many provisions of the California General Corporation Law to corporations under the laws of other states.  But, as Michael Corleone observed at the beginning The Godfather: Part III: "Just when I...

California Enacts Another Risk Factor

On September 18, Governor Gavin Newsom signed AB 5, a bill dealing with the classification of workers as employees or independent contractors.  It will probably come as no surprise that the bill intended to make it more likely that a worker will be...


Court Holds Assignment Vitiates Contract Provision Limiting Damages

Yesterday, a division of the California Court of Appeal came to the rather surprising conclusion that an assignment of a contract deprived the assignor of the benefit of a contractual limitation on liability.  Gietzen v. Covenant Re Management,...

Contract assignments

Stock Exchanges Before The SEC

National securities exchanges are registered with the Securities and Exchange Commission under Section 6(a) of the Securities Exchange Act of 1934.  Before there was an SEC or an Exchange Act, the United States was populated with local stock...

Legal History

Sciabacucchi and Gender Quotas Engender Dubiety Over Internal Affairs

Professor Ann Lipton at Tulane University Law School has noted a slew of forthcoming papers concerning the internal affairs doctrine in light of Vice Chancellor Laster's holding in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, and California's...

Pseudo foreign corporation

A Supreme Court Decision In Which Only One Justice Participated

Yesterday, the Nevada Supreme Court issued its opinion in In re Discipline of James A. Colin, 135 Nev. Adv. 43 (2019).  As the name of the case suggests, the opinion involved a question of attorney discipline.  Although this isn't a regular subject...


Marijuana Bank Legislation On Hold But May Take Effect Next Year

Last January, I wrote about Senator Robert Hertzberg's introduction of a bill, SB 51, that would authorize the licensing and regulation of cannabis limited charter banks and credit unions under the oversight of the Commissioner of Business...

Financial Institutions

SEC Questions Puts Cart Before The Horse

The idea of putting the cart before the horse is not new.  The Second Century C.E. writer Lucian of Samosata used the phrase in his Dialogues of the Dead ("ἡ ἅμαξα τὸν βοῦν").  Although the phrase is now a cliché, it was all that came to mind when...

federal securities law

Happy Constitution & Citizenship Day!

According to federal law, today is Constitution and Citizenship Day.  Congress has helpfully codified the purpose of the day as follows:

"Constitution Day and Citizenship Day commemorate the formation and signing on September 17, 1787, of the...

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