TheCorporateCounsel.net

In the wake of my scare tactics wielded in this blog last week, a number of members asked if we had a PowerPoint to share to help train senior managers and directors about the SEC’s new conflict minerals rules. We have posted such an item in our “Conflict Minerals” Practice Area, courtesy of Andrew Gerber of Womble Carlyle. Tune into our upcoming webcast to train yourself: “Getting Beyond Denial: Conflict Mineral Rules More Important (And Apply Sooner) Than You Thought.”

Yesterday, the SEC posted its notice to solicit comment on the PCAOB’s auditor-audit committee communication rulemaking.

California Court Acknowledges Delaware Decision: “Quasi-California Corporation” Statute Violates Internal Affairs Doctrine

Here’s news excerpted from this Wilson Sonsini memo:

Companies incorporated outside of California but with significant California contacts (so-called “quasi-California corporations”) have struggled with exactly how to comply with the long-arm statute found in Section 2115 of the California Corporations Code. The statute purports to impose a number of provisions of the California Corporations Code on quasi-California corporations, including the state’s requirement to obtain separate approval from holders of each class of capital stock on a merger “to the exclusion of the law of the jurisdiction in which [the quasi-California corporation] is incorporated.”

Section 2115 has been thought to be legally infirm for some time, particularly after a decision by the Delaware Supreme Court in 2005. However, there never has been an acknowledgement by a California court that Section 2115 reaches too far. That changed earlier this year, when a California Court of Appeal stated in dicta that certain matters of internal corporate governance fall within a corporation’s internal affairs and should be governed by the laws of the corporation’s state of incorporation.

The Second Deal Cube Tourney: Round One; 10th Match

As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:

– TNT to Implode Dunes Casino
– Sonic Care Toothbrush
– Pink Panther Gumby Holding Globe
– Curved

– Broc Romanek