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Supreme Court Holds Whistleblower Must First Blow The Whistle To The SEC

In 2010, the United States Congress included both whistleblower incentives and protections in the Dodd-Frank Act.  If you are going to reward or protect "whistleblowers", it is helpful to know who they are.  Congress helpfully included the following...

Court Rules California Unincorporated Association Is A South Dakota Citizen

Diversity jurisdiction in the U.S. District courts requires complete diversity of citizenship between the parties.  28 U.S.C. § 1332.  A corporation can be a citizen of its state of incorporation, as well as the state where it has its principal...

unincorporated association

Legislator Seeks To Require Inspection Of Records In California

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....

stockholder inspection

Is A Prize-Linked Savings Account A Lottery?

In 2014, the United States Congress enacted the American Savings Promotion Act, P.L. 113–251 (DEC. 18, 2014) permitting financial institutions to offer savings accounts, with the added feature of offering chances to win prizes.  According to this...

Financial Institutions

California CPAs Report Few Restatements But Many Are Not Reportable 

California's Accountancy Act requires licensees to report to the California Board of Accountancy, among other things, "Any restatement of a financial statement and related disclosures by a client audited by the licensee".  Cal. Bus. & Prof. Code §...

financial reporting

Just Who Are A Corporation's "Regular Officers"?

California declares it unlawful for any person to engage in the business of, act in the capacity of, advertise as, or assume to act as a real estate broker or a real estate salesperson within California without first obtaining a real estate...

Directors Fail To Escape Liability For Approving Dividend

I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014.  That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to shareholders preempted the...

Department Of Business Oversight Continues To Grow

On January 10, 2018, Governor Jerry Brown issued his proposed budget for California's 2018/2019 fiscal year.  The proposed budget detail is available here.  The Governor is proposing a modest increase (about 3%) in the total number of program...

Department of Business Oversight

Was This Interim Final Rule More Final Than Interim?

In this post from July 2016, I took the Securities and Exchange Commission to task for  adding Item 16 to Form 10-K as an "Interim Final Rule".  As I then explained, Interim Final Rules constitute an end-run on the notice and comment requirements of...

Administrative Procedure Act

Federal Court Allows Reverse Veil Piercing Of Unincorporated Association

Last August, I published this post about the Fourth District Court of Appeal's decision allowing reverse veil piercing in the case of a Delaware limited liability company even though the court had refused to allow it in the case of a corporation. ...

Alter Ego

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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