Both state and federal securities laws generally prohibit the sale of securities, such as stocks, bonds, llc units, warrants, or options, (i) without the prior registration of those securities with state and federal securities authorities, or (ii) unless the transactions or securities are exempt from such registration. This memorandum reviews those laws and discusses how to sell securities legally through the use of an ”exemption.”
June 1, 2010
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The 9th Circuit Court of Appeals examined a non-competition and trade secret dispute involving the alleged unauthorized use of source codes in computer software. The defendant allegedly obtained the source code through former employees who came to work for the defendant. The court rejected all counts, finding that the defendant was given an unconditional license to use the software, and therefore, no trade secret violation occurred. As to the cause of action for violation of the non-compete clause in Plaintiff’s employment contract, the Court concluded that because the defendant was legally entitled to access defendant’s trade secret, then the non-competition agreements with Plaintiff’s employees were invalid. Under California law, non-competition agreements are unenforceable unless necessary to protect an employer’s trade secret. Cal. Bus. & Prof.Code § 16600 (voiding any contract that restrains anyone from engaging in a lawful profession, trade, or business. Because the non-competition agreements were no longer necessary to protect Plaintiff’s trade secrets, they were no longer enforceable. Asset Marketing Systems, Inc. v. Kevin Gagnon dba Mister Computer, 542 F.3d 748 (9th Cir. 2008).
February 1, 2010
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The California Supreme Court held that individual officers, directors and shareholders of a corporation have no personal liability to the corporation’s employees for unpaid overtime. See Reynolds v. Bement (2005) 36 Cal.4th 1075.
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The minimum wage in California for 2010 is $8.00 an hour. The Federal minimum wage is $7.25. Effective January 1, 2006, the City of San Francisco set its own minimum wage for any business work performed by adult and minor employees who work two or more hours per week within the geographic boundaries of the city. The minimum wage in 2010 is $9.79 per hour and is normally adjusted annually based on increases in the regional consumer price index. For more on the SF Wage law go to http://www.sfgov.org/olse/mwo.
February 19, 2009
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Employer prohibited from requiring employee to sign waiver of wage claims that employer knows is false and employees prohibited from signing false time cards.
Gov. Schwarzenegger vetoed 35 percent of the new laws proposed by the California legislature this session. That’s a record. Due to the historic 85-day delay in passing a state budget and the governor’s vow not to sign any legislation until the impasse ended, the governor had just 10 days to review bills on his desk. Accordingly, he signed only those bills that he deemed the highest priority for California.
A.B. 10 was signed into law effective January 1, 2009. It amends the Labor Code to add an annual income restriction for exempt computer software professionals who are paid on salary. Under existing law, to qualify as exempt, computer software pros must be paid at rate of at least $36/hour, on an hourly basis. The amendment also permits exemption where the employee is paid an annual salary of at least $75,000, paid at least monthly, and in a monthly amount of not less than $6,250
September 8, 2008
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1. In California, all nonunion employees, except exempt employees, are required to paid overtime pay. As a practical matter, in order to comply with the law, this means that all nonunion nonexempt employees must be paid on an hourly basis.
August 1, 2008
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In a long-awaited decision, the California Supreme Court has confirmed that restrictive agreements that limit an employee’s ability to engage in a lawful profession are unenforceable in California unless given in connection with a sale or dissolution of a corporation, a partnership or a limited liability corporation. In Edwards v. Arthur Andersen LLP, Cal. No. S147190 (August 7, 2008), the court held that the provisions of a restrictive agreement given in connection with employment are unenforceable and expressly rejected the “narrow restraint” doctrine that has been recognized by the Ninth Circuit, the federal court jurisdiction that includes the state of California.
