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A "Criminal Waste Of Space" Foments Concern About Possible Vestiarian Crisis

This month's issue of Orange County Lawyer includes another entertaining column by Court of Appeal Justice William D. Bedsworth.  He points out that Government Code Section 68110 requires every judge in open court during the presentation of causes...

Do Ineffective Internal Controls Expand A Shareholder's Right Of Inspection?

Section 1601 of the California Corporations Code establishes a shareholder's right to inspect the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board".  A shareholder's inspection,...

General Corporation Law

SEC Is On The Look Out For Touts

Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled.  Notably, the SEC's orders did not use the words "false", "misleading"...

federal securities law

Why Sign Annual Meeting Minutes?

Over at The Mentor Blog, Broc Romanek recently addressed the question of whether minutes of an annual meeting must be signed.  Broc's post provides John Jenkins' answer under Delaware law.  For those interested in California law, I provided three...

Corporations Code

Commissioner Jackson Writes In Support of Political Spending Disclosure Rule

Seven years ago, Professor Robert Jackson joined 9 other academics in petitioning the SEC to adopt a rule requiring disclosure of political spending.  Professor Jackson is now an SEC Commissioner.  Not surprisingly, Commissioner Jackson supports the...

Securities and Exchange Commission

Need A Legal Opinion - Why Not Ask The Attorney General?

The California Attorney General is the state's "chief legal officer".  Cal. Const. Art. V, § 13.  One of the Attorney General's statutory duties is to provide written legal opinions.  Cal. Gov't Code § 12519.  Not everyone, however, is entitled to...

Attorney General

ISS And The Unruh Civil Rights Act

Jesse Unruh was born to an impoverished immigrant couple and rose to become a legendary figure in Sacramento politics.  He is credited with the oft-heard aphorism "Money is the mother's milk of politics".  In 1959, Unruh authored a bill that enacted...

Cryptocurrency Is Now A Cartoon

For those still in the dark about cryptocurrency, the North American Securities Administrators Association (aka NASAA) has released an animated video on the subject.  According to NASAA, the video " focuses on concerns individuals should consider...

California Securities Laws

Why Be Wary Of Section 11 Liability?

Last Friday's post discussed the possibility of avoiding potential liability under Section 11 of the Securities Act by relying on the Section 3(a)(10) exemption from registration.  Eliminating Section 11 liability does not eliminate liability under...

How To Avoid A Section 11 Liability In A Stock-For-Stock Merger

John Jenkins at DealLawyers.com recently wrote about Section 11 claims being filed in state court by purchasers in stock-for-stock mergers.  Section 11 of the Securities Act of 1933 authorizes a cause of action against specified persons "in case any...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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