Allen Matkins (JD Supra United States)

4511 results for Allen Matkins (JD Supra United States)

  • California Environmental Law & Policy Update - May 2021

    Environmental groups sue Army Corps of Engineers over pipeline permitting - The Hill – May 3 - A coalition of five environmental groups on Monday sued the U.S. Army Corps of Engineers (Corps) in federal court in Montana, arguing that the Corps did not properly analyze environmental impacts when issuing a broad pipeline permit. The permit at issue, Permit 12, is a so-called

  • Does A Plaintiff In A Derivative Action Have A Protectable Interest?

    When allegations of corporate misfeasance surface at public companies, derivative actions are sure to follow.  Often, actions will be filed in both state and federal court.  This is what happened when "sexual misconduct" claims were made made public against the former CEO of Wynn Resorts.  In that case, multiple plaintiffs filed derivative claims in federal and state courts.  After the...

  • Court Of Appeal Holds Governor Can Make Laws In An Emergency

    The passage of the Lex Titia in 43 B.C.E. effectively legalized the end of the Roman Republic.  The law was passed in the crisis arising from the assassination the year before of Gaius Julius Caesar.  The Lex Titia bestowed on three men (the triumviri) to make and annul laws for the purpose rei publicae constituendae (restoring the republic).  The problem, of course, is that when executive and...

  • Fast Facts on the Top 10 Relevant Regulatory Areas for Real Estate Fund Managers

    There are many advantages to forming a commingled real estate investment fund. These include providing a pool of capital to draw upon quickly as competitive opportunities arise and allowing an investor to build a brand as an asset manager. However, in order to enjoy the numerous benefits of managing a real estate fund, it is necessary to have a working knowledge of the complex regulatory...

  • California Banks And Limitations On Distributions To Shareholders

    Chapter 5 of the California Corporations Code imposes specific limitations on distributions to shareholders.  Because California chartered banks are formed under the California General Corporation Law, one would expect that Chapter 5 applies to distributions by banks.  Financial Code Section 1131, however, provides that Section 500 of the Corporations Code does not apply to "the making by a...

  • Committee Authority To Authorize Share Repurchases

    Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the authority of the board in a committee except with respect to seven specified actions.  One of these actions is authorization of a distribution to the corporation's shareholders.

  • Developers Prevail in Dispute Regarding Key Housing Legislation

    California's First District Court of Appeal recently issued a lengthy and consequential decision reaffirming the State's ability to pass housing legislation limiting local governments' discretion to deny housing projects. In Ruegg & Ellsworth v. City of Berkeley (Case No. A159218, April 20, 2021), the court was specifically tasked with interpreting and applying – for the first time – SB 35 (co

  • Sustainable Development and Land Use Update - April 2021 #5

    Biden’s climate pledge for first time pushes U.S. beyond California goals - KQED – April 27 - Phasing out all new sales of gas-powered cars by 2035 and achieving carbon neutrality 10 years later are just a few of California’s goals making it a leader among U.S. states in tackling climate change. But a new pledge from the White House to halve nationwide greenhouse gas...

  • May The Board Cancel A Declared Dividend?

    A dividend involves three steps.  First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid.  Occasionally, the question arises whether a board may cancel a dividend after it has been declared and before either the record or payment dates.

  • Renewable Energy Update - April 2021 #5

    DOE releases over $8B in loans to modernize U.S. electric grid - Associated Press – April 26 - The federal government is making more than $8 billion in loans available as part of its efforts to improve America’s aging electric grid and meet President Joe Biden’s goal of producing 100% clean energy by 2035. The administration is also pledging to speed up a sluggish...

  • Is Self-Identification Solely A Question Of Belief?

    California's statutes requiring that publicly held corporations have a minimum number of female directors and directors from "underrepresented communities" rely upon the individual's self identification.  Cal. Corp. Code §§ 301.3(f)(1) & 301.4(e)(1).   Self-identification seems to leave the question entirely up to the individual.  However, the self-identification standard raises...

  • California Environmental Law & Policy Update - April 2021 #5

    Governor Newsom moves to ban hydraulic fracturing by 2024 - NPR – April 23 - Governor Gavin Newsom announced plans last Friday to ban hydraulic fracturing, commonly known as fracking, by 2024 as part of a longer-term aim to end all oil extraction in the state. The governor ordered the Department of Conservations Geologic Energy Management division to commence the...

  • Will California Authorize Remote On-line Notarization?

    One of the many inconveniences imposed by the Covid-19 pandemic has been the difficulty in obtaining notarization of documents.  Yesterday, Secretary of State Dr. Shirley N. Weber held a Zoom hearing to discuss whether remote notarization should be permitted in California.  The hearing was attended by more than 500 persons and included proponents and opponents of the concept.  The Secretary of...

  • Can You Name The DFPI's Small Business Liaison?

    In 2006, the California legislature reestablished the requirement that certain state agencies designate a small business liaison.  Cal. Gov't Code § 11148.5 added by Cal. Stats.  2006, Ch. 234.   A state agency is subject to this requirement if it either  significantly regulates small business or significantly impacts small business.  The responsibilities of the small business liaison are as...

  • List Of Foreign Margin Stocks - Been A Long Time Gone

    California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp. Code § 25130.  Transaction exempt from this requirement can be found in Section 25104 and securities not subject to this requirement can be found in Section 25100.1.  The...

  • Sustainable Development and Land Use Update - April 2021 #4

    Sanders and Ocasio-Cortez introduce ‘Green New Deal for Public Housing’ - The Hill – April 19 - Sen. Bernie Sanders (I-Vt.) and Rep. Alexandria Ocasio-Cortez (D-N.Y.) have introduced a “Green New Deal for Public Housing” that would provide $172 billion to retrofit existing housing. The legislation would create two new grant programs to achieve carbon neutrality in U.S....

  • Renewable Energy Update - April 2021 #4

    Biden pledges to slash greenhouse gas emissions in half by 2030 - CNBC – April 22 - On Earth Day, President Joe Biden pledged to reduce U.S. greenhouse gas emissions in half by 2030, in the latest push by the administration to aggressively combat climate change. The target more than doubles the country’s prior commitment under the 2015 Paris climate agreement, when the...

  • California's Myopic Definition Of "Subsidiary"

    Section 189 of the California General Corporation Law defines "subsidiary" as follows...

  • LIBOR's Long Good-Bye

    Ready or not, borrowers are involuntarily seeing changes in the interest rates they are being charged. Why, you ask? Because there are serious, systemic risks associated with the most widely used interest rate basis in the world – the London Interbank Offered Rate (or LIBOR), including the LIBOR Rate for U.S. Dollar denominated loans and other financial products (USD LIBOR). The situation is so...

  • What Is Law? California Has Some Answers, But I Prefer Cicero's

    Lawyers deal with the law every day, but seldom pause to ask the existential question - What is law?   Conveniently, the California legislature has provided some definitions.  Section 22 of the Civil Code defines "law" in decidedly magisterial terms...

  • California Environmental Law & Policy Update - April 2021 #4

    Governor Newsom launches effort to deal with drought; emergencies declared - Los Angeles Times – April 21 - Governor Gavin Newsom on Wednesday declared a drought emergency in Mendocino and Sonoma Counties. The declaration gives state regulators expanded powers to curtail diversions in the parched Russian River watershed and to relax river flow standards that would require...

  • Can An Article Or Bylaw Forum Selection Provision Bind Persons Who Are Not Yet Stockholders?

    Today, the Nevada Assembly Judiciary Committee is holding a hearing on SB No. 95, a bill that would make numerous changes to Nevada's business entity statutes.  One change would be to amend NRS 78.046 to authorize the articles of incorporation or bylaws of a corporation to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States,...

  • What Is The "Applicable Filing Period" For A Foreign Corporation?

    Section 2117 of the California Corporations Code requires every foreign corporation (other than a foreign association) that is qualified to transact intrastate business to file a statement of information.  The initial statement of information is due within 90 days of the filing to the original statement of designation.  Thereafter, a statement of information must be filed annually "during...

  • Sustainable Development and Land Use Update - April 2021 #2

    Biden administration to reinstate fair-housing policies, including one designed to combat residential segregation - MarketWatch – April 13 - The Biden administration commenced efforts to roll back changes to two key fair-housing policies that were altered during Trump's administration. On Tuesday, the Department of Housing and Urban Development (HUD) submitted drafts of...

  • Renewable Energy Update - April 2021 #3

    Hundreds of U.S. and European companies and investors urge Biden to hike climate target - Reuters – April 12 - Hundreds of U.S. and European companies and investors, including Walmart, Apple, General Electric, and California State Teachers’ Retirement System, on Tuesday called on the United States to slash its greenhouse gas emissions at least 50% this decade, adding to...

  • Is A Foreign Trust Required to File a Statement of Information?

    The California General Corporation Law defines "foreign association"  as a business organization organized as a trust under the laws of a foreign jurisdiction.  Cal. Corp. Code § 170.  For purposes of Chapter 21 of the GCL, a "foreign corporation" includes a foreign association, unless otherwise provided.  Cal. Corp. Code § 171.  Consequently, a foreign business trust that...

  • How A Panic In Manhattan Caused A Bank Failure In Manhattan

    In October 1907,  F. Augustus Heinze and Charles W. Morse tried, but failed, to corner the copper market, only to be out maneuvered by John Rockerfeller.  Mr. Heinze was president of the National Commercial Bank of New York and the depositors began a run on the bank.  Although initially curbed, the panic soon spread to the trust companies, including the Knickerbocker Trust.  Eventually, the...

  • California Environmental Law & Policy Update - April 2021 #3

    Bill targeting PFAS and PFOS chemicals reintroduced in House - Courthouse News Service – April 13 - On Tuesday, the bipartisan PFAS Action Act was introduced for the second time in the U.S. House of Representatives, calling on the U.S. Environmental Protection Agency (EPA) to set enforceable standards for maximum levels of polyfluoroalkyl and perfluorooctanoic substances (P

  • Dismissal Of State Court Derivative Action Yields Dismissal Of Parallel Federal Action

    I first wrote about the preclusive effect, if any, of a dismissal of a parallel derivative action some nine years ago when I wrote about Vice Chancellor J. Travis Laster's ruling in La. Mun. Police Emples. Ret. Sys. v. Pyott, 46 A.3d 313, (2012)...

  • May The Board Let The CEO Decide To Sell The Company?

    Professor Stephen Bainbridge recently addressed the question of whether a board of directors could delegate to the CEO the decision about when and whether to sell the company.  Professor Bainbridge points out that the CEO is an agent of the corporation and a board can vest authority in the corporation's agents.  

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