California Corporate & Securities Law Blog

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By: Allen Matkins

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Keith Paul Bishop

Latest from California Corporate & Securities Law Blog

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A common contractual representation is that the execution and delivery of the agreement does not constitute a breach of one or more other agreements or charter documents.  Sometimes, the representation is that the execution and delivery do not “conflict with” or “violate”.  Is there any difference between a “breach”, a “conflict” or a “violate”?   “Breach” is a word of Old English origin (bryce, meaning a fracture or breaking).  “Conflict” and “Violate” in contrast are of Latin…
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Some corporate actions defy a cure.  Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable.  Last year, the Corporations Committee of the Business Law Section of the California Lawyers Association sponsored a bill to provide similar relief for California Corporations.  Like many other things, the Covid-19 Pandemic disrupted that effort.  The work was not for naught because last week Senator Brian W. Jones introduced SB 218 to provide nonexclusive…
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Yesterday, the Department of Financial Protection and Innovation announced that it had issued “subpoenas to a dozen companies with significant California customer bases, representing the first major action to be taken under the expanded oversight and enforcement authority of the California Consumer Financial Protection Law (CCFPL)”.   The CCFPL, AB 1864 (2020 Cal. Stats. ch. 157),  grants the DFPI has broad investigative powers, including the power to issue subpoenas pursuant to California Government Code Sections 11180…
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Section 25401 of the California Corporations Code, which was modeled on Section 12(a)(2) of the Securities Act of 1933, provides: “It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this state, by means of any written or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary to make the…
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Recently, I have written a few words about Austin, Nevada.  The town is situated in Pony Canyon, over a mile high in the Toiyabe mountain range.  Today, it bestrides U.S. Route 50, known as the “Loneliest Road in America”.  The town was founded on the discovery of silver in 1862, but the remoteness of the town and the nearby mines made transportation a huge problem.  The local lore is that a group of promoters decided…
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The English word “impeach” is derived from the Latin preposition in, meaning in, on or into, and noun pedica, meaning a shackle or snare.  The earliest recorded case of impeachment by the English House of Commons was in 1376 during the reign of Edward III.  The accused was William Latimer, the 4th Baron Latimer.  The practice continued for the next four reigns, but then died out until James I took the throne in 1603.   The…
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In a recent post about Ruel Gridley’s famous 50 lb. sack of flour, I mentioned The Reese River Reveille.  The Reveille began publishing in Austin, Nevada in 1863 and was published continuously for 130 years.  Nevada  seems to like newspapers because for more than a century it has imposed a publication requirement on foreign corporations doing business in the state.  NRS 80.190.  The required contents of the annual statement are fairly minimal: The name of the corporation. The name and…
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Pursuant to Financial Code Section 22159(a), licensees under the California Financing Law (CFL), the Property Assessed Clean Energy (PACE) Financing Program, and the Responsible Small Dollar Loan (RSDL) pilot program must submit annual reports for calendar year 2020 no later than March 15.  To complete the annual report, licensees must log on to the Department of Financial Protection and Innovation’s self-service portal.  Below are links to information related to these reports: Instructions for completing the …
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Pursuant to Article IV, Section 12(a) of the California Constitution, today is the deadline for the Governor to submit a proposed balanced budget.  The next step is for the budget to be introduced into both houses of the legislature in identical budget bills.  Cal. Const. Art. IV, § 12(b)(2).  The legislature is required to enact a budget bill by midnight on June 15 (the state’s fiscal year begins on July 1).  Cal. Const. Art. IV,…
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Last month, C3.ai, Inc., an enterprise AI software company, closed its initial public offering with net proceeds to the Company of over $600 million.   On the day of the IPO, the company’s Chief Executive Officer, Tom Siebel, shared these less than golden observations about the Golden State to a writer for the Silicon Valley Business Journal: “I think every responsible chief executive officer has to consider moving their company out of California,” Siebel told the…