Allen Matkins (JD Supra United States)

4546 results for Allen Matkins (JD Supra United States)

  • Unincorporated Association Governance - Waiting For The Legislature

    In 2004, the California legislature enacted an unincorporated associations law as part of the Corporations Code.  Cal. Stats. 2004, ch. 178 (SB 1746).   At the time, the law governing unincorporated associations consisted of various scattered provisions.   The new law, codified at Cal. Corp. Code § 18000 et seq., repealed those statutes and enacted a more comprehensive and generally applicable...

  • Sustainable Development and Land Use Update - June 2021

    California considers shuttered malls and stores for new housing - Associated Press – May 31 - California state lawmakers are grappling with what to do with the growing number of shopping malls and big box retail stores left empty by consumers shifting their purchases to the web. One possible answer is building housing on these sites, which already have ample parking and are close to...

  • Some Publicly Traded Corporations Have The Right To Remain Silent When They Are Publicly Held

    Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations".   Although these two terms are maddeningly similar, they have distinct definitions...

  • Renewable Energy Update - June 2021

    Biden proposes more than $2B for clean energy infrastructure, $14B+ increase in climate spending - Utility Dive – June 1 - President Joe Biden's proposed 2022 budget calls for increased spending on climate mitigation, research, and a variety of infrastructure projects — including energy efficiency and transmission — while emphasizing economic recovery and job growth. The budget calls for...

  • Unsuccessful Derivative Plaintiff Found Personally Liable For Defendant's Attorneys' Fees

    I expect that most plaintiffs in derivative actions do not expect to pay a defendant's attorneys' fees if they lose because under the "American Rule" each side pays their own attorneys' fees, regardless of who wins.  A contract may, of course, provide that the prevailing party may recover fees and California Civil Code Section 1717 makes such a provision reciprocal even when it is one-sided. ...

  • California Environmental Law & Policy Update - June 2021

    BAAQMD delays vote on new pollution controls for refineries - East Bay Times – June 4 - After hearing five and a half hours of public commentary on Wednesday night, the Bay Area Air Quality Management District postponed a vote on whether to require Bay Area refineries to install costly emissions reduction technology. The proposal would amend Regulation 6 Rule 5, limiting the amount of...

  • For Finance Lenders, The Times They Are A-Changing

    The California Financing Law (fka Finance Lenders Law) requires that persons engaged in the business of making loans be licensed by the Department of Financial Protection & Innovation (fka Department of Business Oversight fka Department of Corporations).  Both consumer and commercial lenders are subject to the CFL, including those that make residential mortgage loans.  The DFPI has for some time...

  • Court Terminates "Rent-a-Bank" Claim

    Mr. Sims is a retired veteran living on a fixed income in California.  Last year, he " "responded to online marketing" on a website maintained by OppLoans, a Delaware limited liability company with an Illinois address.  Mr. Sims entered into a loan agreement for a $1,500 loan at 160% annual rate of interest.   The loan agreement preamble stated "The words 'Lender' 'We' and 'us' mean FinWise Bank,

  • Should Insider Reverse Veil Piercing Be Applied To Protect Constitutional Rights?

    Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware.  Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100.  What about insider reverse veil piercing? ...

  • Renewable Energy Update - May 2021 #4

    Biden administration unveils offshore wind plan for California - Los Angeles Times – May 25 - The federal government plans to open more than 250,000 acres off the California coast to wind development, the Biden administration announced Tuesday, as part of a major effort to ramp up the nation’s renewable energy and cut its climate-warming emissions. Under the plan, the administration would

  • The Future of Real Estate in the Life Sciences Sector

    What is the current situation in real estate as it relates to the life sciences industry? Simply put, the demand for space for both new and expanding life sciences companies is outstripping supply and is, in fact, at the forefront of growth in commercial real estate as the new, “post-COVID” economic expansion cycle begins.

  • Slights Sees No Dualism In Corporate Form

    Professor Stephen Bainbridge and several others have taken note of Vice Chancellor Slights' recent consideration of "reverse veil piercing" in Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100 .  Surprisingly, the question of outsider reverse veil piercing has not been previously addressed in Delaware.  Vice Chancellor Slights' answer...

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

    State issues proposal to ban hydraulic fracturing - The Bakersfield Californian – May 24 - California oil regulators last Friday publicly released a draft rule that would ban hydraulic fracturing, commonly known as fracking, along with certain other well-stimulation techniques, by Jan. 1, 2024. The rule would implement Governor Gavin Newsom’s declaration one month ago that the...

  • The SEC Has A Rule For That (Sort Of) . . .

    John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a signed, but unmarked proxy card.  John concludes...

  • Are Board Retirement Age Policies Illegal?

    In the Mentor Blog today, Lynn Jokela writes about mandatory board retirement age policies at S&P 500 companies.  Are such policies illegal in California?

  • Renewable Energy Update - May 2021 #3

    It is not all sunshine in California’s rooftop solar industry - Governing – May 20 - California lawmakers and utility company regulators are weighing whether to sharply reduce bill credits that residents with solar panels attached to their homes receive in exchange for excess energy they generate. Officials are also considering imposing a new monthly charge on rooftop solar panels, as...

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

    Governor Newsom signs bill expediting the environmental review process for certain housing projects - Courthouse News Service – May 20 - California Governor Gavin Newsom on Thursday signed into law Senate Bill 7, which will allow qualifying housing projects to benefit from a fast-tracked review process already offered for other major developments. Under SB 7, backed by state Senate...

  • Corporations Code Saves Church Property

    The  AME Zion Church of Palo Alto, Inc. was founded in 1918 and has occupied its sanctuary for over a half century.  In 2018, the Bishop of the Western Episcopal District of The African Method Episcopal Zion Church importuned the church's pastor into deeding the church to a corporation that the Bishop had formed.  The corporation then borrowed, without the church's knowledge, several million...

  • Extended and Expanded: Litigation Streamlining for Environmental Leadership Projects

    On May 20, 2021, Governor Newsom signed Senate Bill (SB) 7 into law, which reenacts the Jobs and Economic Improvement Through Environmental Leadership Act (the Act) and extends the date of repeal to January 1, 2026. The Act requires expedited judicial review for California Environmental Quality Act (CEQA) and other legal challenges for certified Environmental Leadership Development Projects....

  • Want To Be Classified As "Diverse"?  According To ISS, Be A Member Of The Right Club

    Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse".  In short, I found ISS' scheme illogical and perverse.  California's board diversity mandate uses different categories, but does not define them.   Cal. Corp. Code § 301.4(e)(1).  California, moreover, focuses solely on how a director's self-identification as a member of an "underrepres

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

    San Francisco sues state to retain access to vital water supply - Courthouse News Service – May 14 - The city of San Francisco sued the State Water Resources Control Board in Tuolumne County Superior Court last Friday over allegedly trying to deprive the city’s residents of their drinking water, 85% of which is sourced from the Tuolumne River. State regulators claim the restrictions on...

  • Ninth Circuit Holds Loss Causation Required For California Securities Claim

    Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state...

  • Renewable Energy Update - May 2021 #2

    Tesla seeks entry into U.S. renewable fuel credit market - Reuters – May 12 - Tesla is seeking to enter the multi-billion dollar U.S. renewable credit market, hoping to profit from the Biden administration’s march toward new zero-emission goals, two sources familiar with the matter said. The electric car maker is one of at least eight companies with a pending application at the U.S....

  • ISS' Arbitrary And Capricious Assessment Of Board Diversity

    Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity.  Currently, ISS considers board diversity in making voting recommendations for two of its specialty policies: Socially Responsible Investing (SRI) and Catholic Faith-Based.  Beginning in 2021, ISS, under its U.S. Benchmark policy, began...

  • SOS Wins International Award

    Last week, the California Secretary of State's Business Programs Division received the 2021 Merit Award from the International Association of Commercial Administrators (IACA) for its new eForms Online application.  According to its website, the IACA is "a professional association for government administrators of business organization and secured transaction record systems at the state, provincial,

  • Court Finds No Cause Of Action Against Officer For Interfering With Shareholder Inspection

    William Romanowski is a former NFL linebacker who later became the majority shareholder, director, and "public face" of Nutrition 53, Inc.  When the company's second largest shareholder was allegedly denied inspection of the corporate records, it sued the company and Mr. Romanowski for breach of fiduciary duty and violation of California's shareholder inspection statute - Corporations Code...

  • Sustainable Development and Land Use Update - May 2021

    Draft building code urges more electric, less gas - The Bakersfield Californian – May 9 - A newly released draft of California's 2022 building code proposes the most ambitious electrification policies in the country but stops short of a ban on new natural gas-burning appliances. The update proposed last Thursday by California Energy Commission staff would encourage the use of heat-pump...

  • Don't Bank On Using "Bank" In A URL

    About eight years ago, I wrote about Section 201(a) of the California Corporations Code which prohibits the Secretary of State from filing articles of incorporation  setting forth a name in which “bank,” “ trust,” “trustee,” or related words appear, unless a certificate of approval of the Commissioner of Financial Protection & Innovation is attached thereto.  The statute quite clearly does not...

  • California Environmental Law & Policy Update - May 2021 #2

    South Coast Air Quality Management District approves warehouse rule for air quality - ABC News – May 8 - The South Coast Air Quality Management District (SCAQMD) last Friday approved a Warehouse Indirect Source Rule, intended to curb diesel emissions from thousands of trucks transporting goods from the growing number of massive warehouses in the region. The rule institutes a points-based...

  • PropTech Update - May 2021

    Why software is eating the home - The Real Deal – April 19 - Less than a decade ago, startups valued at $1 billion or more were so rare that the tech world took to calling them unicorns. In 2013, there were just 39 such entities, a number that has since surged to more than 600. Residential real estate, a longtime tech desert, had but a couple over the years. But in the last eight months,...

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