Since the early days of private equity, funds, mostly organized as Limited Partnerships, have traditionally compensated General Partners, representing investment firms, via a management fee, generally an annual 2% of the total committed capital, and a carried interest, typically 20% of the funds’ future profits.
But a waiver of these fees can be beneficial for both Limited and General Partners. David Bismuth explains why.Read More
Does California’s new Labor Code Section 432.3, which prohibits employers asking prospective employees for salary history mean an end to the exchange of “Quotes” between Hollywood agents and producers.? Maybe not…Read More
This infographic displays some of the staggering volume that is handled by the Los Angeles Superior Court.Read More
This year’s Comic-Con saw the further evolution of a longstanding event—the importance of launching and protecting IP over a variety of platforms.Read More
Investing in a startup requires a healthy appetite for risk, and with startups sometimes you have to kiss a lot of frogs to find a prince or princess. When the start up you’ve invested in fails, there are prudent steps to take before the company closes its doors (or garage doors).Read More
California Employers face ever changing requirements in the second half of 2018—minimum wages are going up in certain cities arbitration agreements can include class action waivers, national origin discrimination expanded, and a new test to determine whether a worker is an “independent contractor” or an employee.Read More
Stock options, warrants, put/call agreements and other agreements involving business ownership rights are often used by growing privately-held companies. Many legal issues may arise when those rights are in dispute.Read More
We’ve previously discussed integration clauses in contracts providing that a written agreement is the complete and final expression of the parties’ agreement and that it cannot be contradicted by evidence of a prior or contemporaenous oral agreement. If you want the term in the contract then it should go in. This is contained in California Code of Civil Procedure Section 1856. Fair enough.
In late December, the California Court of Appeal decided Albert Kanno v. Marwit Capital Partners II, L.P. involving Albert Kanno’s sale of three businesses to a private equity fund. There were three agreements--a sale agreement, stock subscription agreement, and stockholder agreement, and all three had integration clauses. But Kanno alleged there was also an oral Stock Redemption Agreement.Read More
As the new year approaches, employers are faced with numerous changes to California employment laws. We have prepared the following summary to keep you informed.Read More
Back in March, a California Bankruptcy Court ruled “Franz Kafka lives [and] he works at Bank of America,” describing the bank as “heartless” in improperly foreclosing on houses, and summarized the homeowners’ ordeal with the bank as a “Kafkaesque nightmare.”
Now, closing out the year, a California Appeals Court has gotten in on the lender liability action. (Rossetta v. CitiMortgage Inc. (Dec. 18, 2017.)) This time the bank is CitiMortgage, and instead of improper foreclosures, the case involves an over two-year-long home loan modification application process.Read More
In the ongoing battle over First Amendment rights to anonymity online, two recent California Court of Appeal decisions involving lawsuits against anonymous reviewers on Yelp.com (together with its owner, Yelp Inc., “Yelp”) provide a tentative roadmap for businesses and individuals seeking protection from defamatory online posts.Read More
In its recent decision in Nautilus, Inc. v. Yang, the California Court of Appeal for the Fourth District addressed a split of authority regarding the good faith defense to fraudulent transfer claims in California.
In 1986, California adopted, with minor alterations, the Uniform Law Commission’s Uniform Fraudulent Transfer Act as Civil Code sections 3439, et seq. Effective January 1, 2016, that chapter was amended and renamed the Uniform Voidable Transactions Act (the “UVTA"). The UVTA creates a civil cause of action by a creditor against a debtor, the debtor’s transferees, and/or the subsequent transferees of the debtor’s transferees to void transfers made by the debtor to defraud the creditor or prevent the creditor from collecting on his claim. Civ. Code § 3439.07(a). A creditor’s claim is defined broadly to include almost any right to payment, including an accrued cause of action or a judgment. Civ. Code § 3439.01(b).Read More
Following on the heels of the California Supreme Court decision in Agustus, et al. v. ABM Security (holding that employers cannot require their employees to remain on-call during legally mandated rest periods) the California Court of Appeals for the Second District issued a decision concerning compensation for rest periods taken by commissioned employees. In Vaquero v. Stoneledge Furniture LLC, B269657 (February 28, 2017), the Court tackled the issue of whether employers are required to separately compensate commissioned employees for rest periods taken during the work day in accordance with the state’s labor laws.Read More
In its recent decision in Jacobs v. Locatelli, H042292 (Feb. 8, 2017), the Sixth Circuit Court of Appeals held that when one of several real estate owners signs on behalf of the others, a claim for a brokerage commission is not automatically barred by the statute of frauds and the parol evidence rule.Read More
The Delaware Chancery Court has issued two recent opinions describing shareholder rights to inspect corporate books and records. Both cases center on Delaware General Corporation Law, Section 220, under which shareholders “have the right ... to inspect for any proper purpose … [t]he corporation's stock ledger, a list of its stockholders, and its other books and records[.]” 8 Del. C. § 220.Read More
A 2013 California Supreme Court case has brought about a sea change in how far parties can rely on their written agreements, with the repercussions playing out in real time.
The "parol evidence rule" provides that, when parties enter into a written contract intended to be the final expression of their agreement, they can't use extrinsic evidence (evidence outside the agreement, like prior or contemporaneous oral agreements or statements) to alter or add to it. This is why contracts commonly contain an “integration clause”, essentially saying this is the final and only expression of the parties’ agreement. Outside evidence can be used to clear up places where the contract is ambiguous--but it can’t contradict what’s in the agreement.Read More