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Allen Matkins
45 followers -
Challenge. Opportunity. Success.
Challenge. Opportunity. Success.

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New Blog Post: Come Now, Venue Is Not A Forum - At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies “purporting to require any claim under the Securities Act of 1933 to be brought in federal court”. Sciabacucchi v. Salzberg et al. Del. Ch. Case No. 2018-0931 (filed Dec. 29, 2017). The three companies are Blue Apron Holdin...
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New Blog Post: Court of Appeal Explains Parol Evidence Rule - Today, I am picking up on my discussion of Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS 1150 (Ct. App. Dec. 22, 2017) in this post from last week and last year.  Kanno involved the application of the parol evidence rule under both California and Delaware law. The Court’s analysis of the California rule focused on Section 1856 of the Code of Civil Procedure.  The California legislature, however, has also codified the...
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New Blog Post: Tax Cuts And Jobs Act – My Disclosure List (So Far) - As I and many others start to consider the disclosure implications of the Tax Cuts and Jobs Act, I’ve begun a list of possible disclosure related topics: Re-measurement of deferred tax assets. As discussed in my post last week, a re-measurement will not trigger an obligation to file under Item 2.06 of Form 8-K. However, it is possible that a re-measurement may affect compliance with an issuer’s financial covenant, a trigge...
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New Blog Post: The Form 8-Ks That The SEC May Have Overlooked - As reported by Cydney Posner, Broc Romanek and undoubtedly many others, Corporation Finance staff issued a new Compliance and Disclosure Interpretation addressing whether a re-measurement of a deferred tax asset to incorporate the effects of newly enacted tax rates or other provisions of the Tax Cuts and Jobs Act triggers an obligation to file under Item 2.06 of Form 8-K.  According to the C&DI, the answer is no because the re-...
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New Blog Post: Does Choice Of Law Include The Parol Evidence Rule? - On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements.  Kanno v. Marwit Capital, No. G052348, 2017 Cal. App. LEXIS 1150 (Ct. App. Dec. 22, 2017).  The opinion covers many important points that I plan to cover in several future posts. How it began . . . The case started with the plaintiff’s...
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New Blog Post: Nevada Supreme Court Won’t Allow Advisory Mandamus Escape Hatch - In Archon v. Eight Jud. Dist. Ct., 133 Nev. Adv. Op. 101 (2017), the Nevada Supreme Court provides a concise explanation of the uses of mandamus and administrative mandamus as escape hatches from the final judgment rule.  The background of the case is a bit weird, but it involved a suit by the preferred stockholders of a corporation alleging that the corporation had incorrectly calculated the redemption price. ...
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New Blog Post: The General Corporation Law That Doesn’t Exist - Consider the following excerpts from recent filings made with the Securities and Exchange Commission: The following description summarizes important terms of our capital stock. For a complete description, you should refer to our certificate of incorporation and bylaws, as well as the relevant portions of the Nevada General Corporation Law chapter 78, or the NRS (Nevada Revised Statutes).   After deregistration of our shares, ou...
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New Blog Post: Delaware Supreme Court Defines “Collusion” - A couple of years ago, I taught Administrative Law at the University of California, Irvine School of Law.  One of the many theories that we covered was the idea of “regulatory capture”.  This is a “term coined by public choice economists to indicate when members of a regulated occupation also dominate the regulatory and law-making process in their field”.  Brown v. Hovatter, 516 F. Supp. 2d 547, 553 (D. Md. 2007) aff’d in part and ...
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New Blog Post: Pay Ratio Disclosure And The Sometimes Mythical Median Employee - Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act.  That statute requires the Securities and Exchange Commission to amend Item 402 of Regulation S-K to require three disclosures: the median of the annual total compensation of all employees of a registrant (excluding the chief exe...
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New Blog Post: Does The Sheriff Need A Permit To Sell Shares? - Last week, I wrote about a recent Court of Appeal decision allowing for the possibility that a sale of shares at a sheriff’s sale could amount to conversion.  Duke v. Superior Court, 2017 Cal. App. LEXIS 1116.  A fundamental principle underlying the California Corporate Securities Law of 1968 is that offers and sales of securities must be qualified, unless exempt or not subject to qualification.  This is true of both issuer tra...
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