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Condominiums And The California Corporate Securities Law

Some four years ago, I wrote about the Ninth Circuit Court of Appeals' holding in Salameh v. Tarsadia Hotel, 726 F.3d 1124 (9th Cir. 2013).  For those readers who don't remember the post or the case, the Court of Appeals held that the plaintiffs had...

California Securities Laws, investment contract, Harold Marsh, real estate development, Robert H. Volk, condominium, howey, salameh v. Tarsadia, Silver Hills

Post No Bills

Planning for a congregational picnic this Sunday past, a local Lutheran church sought permission to use the neighboring Catholic church's parking lot.  The Catholic church graciously agreed to allow the use of its lot provided that the Lutherans...

Enforcement & Investigations, Michael King, office of investor education and Advocacy, 95 Theses, Martin Luther, Martin Luther King Jr., Wittenberg

A Corporate Law Takeaway From Judge Nelson's Ruling In Talcum Powder Case

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After a three week trial that included extensive expert testimony, a Los Angeles jury returned a $417 million verdict against Johnson & Johnson ($68 million non-economic and $340 million punitive damages) and its subsidiary Johnson &...

Maren Nelson, talcum powder, Corporate Governance, Alter Ego, Echeverria, Johnson & Johnson, subsidiary

What Every Delaware Unicorn Needs To Know About The California General Corporation Law

Recently, I came across a list of unicorns.  These are private companies with valuations of $1 billion or more.  I can't vouch for the accuracy of the list, but I did recognize many of the names.  Many of the companies on the list shared two...

Pseudo-Foreign Corporations, foreign corporation, unicorn

Valid Reasons May Exist For Reincorporating In Delaware, But This Isn't One Of Them

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware.  One company in a recently filed proxy statement made the following claim (among others):

Enhanced Flexibility to...

reincorporation, Corporate Governance, ab 571, distributions to shareholders, Section 500

"Person And Its Affiliates" - Can "And" Be A Disjunctive Conjunction?

Yesterday, I wrote about New York Judge Marcy Friedman's opinion in Special Situations Fund III QP, L.P. v Overland Storage, Inc., 2017 N.Y. Misc. LEXIS 3878, 2017 NY Slip Op 32125 (Oct. 10, 2017).  The case involved a contract provision requiring a...

Overland, Special Situations Fund, Corporate Governance, Inc., marcy friedman, meaning of "and"

New York Judge Considers Meaning Of "Voting Power" In California Contract

Chapter 1 of the California General Corporation Law includes a large number of definitions, beginning with "Acknowledged" (Section 149) and ending with "Written, in writing" (Section 195).  It is easy to gloss over these terms as the balance of...

Overland Storage, Corporate Governance, Corporations Code, Inc., Judge Marcy Friedman, Section 194.8, Special Situations Fund III, voting power

Court Rules LLC Members May Be "Fiduciaries In Fact"

U.S. District Court Judge Tena Campbell's ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say.  The case involved claims by the liquidating trustee for a failed real...

Limited Liability Companies, llc, Tena Campbell, CAREIC, fiduciary in fact, Limited Liability Company, Strong v. Cochran

Professor Bainbridge Precises Corporate Philanthropy

Earlier this week, UCLA Law School Professor Stephen Bainbridge precised the question of corporate philanthropy.  He notes "Virtually all states have adopted statutes specifically granting corporations the power to make charitable donations, which...

Section 207, Corporate Governance, corporate philanthropy, Corporations Code, Stephen Bainbridge

California And Virtual Annual Meetings

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders.  72 Del. Laws, c. 343, §§ 7, 8.  In the ensuing years, an increasing number of corporations...

Section 211, virtual annual meeting, Corporate Governance, Broadridge, CII, consent, Council of Institutiona Investors, Delaware General Corproration Law, hybrid annual meeting, Section 600(e)

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