The California Corporate Securities Law of 1968, like the federal Securities Act of 1933 and Securities Exchange Act of 1934, define "security" by providing a list. Because limited liability companies did not exist when these laws were enacted, none...By: Allen Matkins
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The Department of Business Oversight is more than a securities regulator. When I headed the Department of Corporations, it was also a health care regulator - administering and enforcing California's Knox-Keene Health Care Service Plan Act of 1975,...By: Allen Matkins
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In a recent posting on the Harvard Law School Forum on Corporate Governance and Financial Regulation, Nate Emeritz proposes several mechanisms under Delaware law for leveraging existing female board power to prevent the female board perspective from...By: Allen Matkins
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I suspect that many lawyers do not give a great deal of thought to the application of the California Corporate Securities Law of 1968 to the issuance of shares in connection with the incorporation of a wholly owned subsidiary. Section 25102(i)(2) is...By: Allen Matkins
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In DealLawyers.com, John Jenkins calls attention to U.S. District Court Judge Timothy S. Hillman's decision to enforce a California forum selection clauses in acquisition related agreements. Europa Eye Wear Corp. v. Kaizen Advisors, LLC, 2019 U.S....By: Allen Matkins
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Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not assume the seller’s...By: Allen Matkins
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In April, I wrote about AB 5 that is currently pending in the California legislature. The bill would codify the California Supreme Court's adoption a three-factor test, known as the "ABC" test, for determining when a worker is an employee. Dynamex...By: Allen Matkins
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Focus - Major automakers back compromise on U.S. vehicle emissions rules, urge deal - Reuters – June 6 - In a letter to California Governor Gavin Newsom, a group of 17 major automakers, including General Motors Co, Toyota Motor Corp, and...By: Allen Matkins
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