APPEAL from a judgment of the Superior Court of Los Angeles County. Thomas Coakley, Judge. Affirmed.
Assigned by Chairman of Judicial Council.
Action to enjoin breach of a collective bargaining contract and for damages from the alleged breach of contract. Judgment for plaintiff affirmed.
Alexander H. Schullman and Alfred J. Lakritz for Defendants and Appellants.
Hill, Farrer Burrill, Carl M. Gould, A.J. Cathcart and Edwin H. Franzen for Plaintiff and Respondent.
Plaintiff A.I. Gage Plumbing Supply Company, a plumbing contractor, filed suit for an injunction to prevent breach of a collective bargaining contract in effect between itself and defendant Local 300 of the International Hod Carriers, Building and Common Laborers' Union of America (the members of which are sometimes referred to as "laborers" in contrast to the members of the plumbers union as "plumbers"). Plaintiff filed a supplemental complaint adding a prayer for damages resulting from the alleged breach of contract.
The collective bargaining contract was between the Plumbing-Heating and Piping Employers Council of Southern California, Inc., of which plaintiff is a member, and the Southern California District Council of Laborers and its affiliated local unions, which includes defendant Local 300.
The collective bargaining contract included a provision whereby the union guaranteed that there would be no strikes, slowdowns or stoppages of work occasioned by jurisdictional disputes or otherwise.
Shortly before November 12, 1957, a dispute arose between plaintiff and defendant union as to whether certain work to be performed on a school construction job was to be performed by members of the plumbers union (with whom plaintiff had a separate collective bargaining agreement) or defendant hod carriers and common laborers union. After advice from its labor adviser and conferences with representatives of the plumbers union, plaintiff assigned the work in question to the plumbers.
After plaintiff took action to carry out this decision defendant withdrew the three Local 300 laborers from the job site and began picketing the school construction job, plaintiff's office, and threatened to picket other work sites of plaintiff. The three laborers who were withdrawn were digging trenches which the plumbers were to use to lay pipe prior to the general contractors putting in the foundation. The strike and picketing lasted from November 12 to November 29, 1957.
Plaintiff filed this action on November 13, 1957, for an injunction, received a temporary restraining order which the pickets ignored, and plaintiff then filed a supplemental complaint for monetary damages resulting from the alleged breach of contract.
Defendant filed a general demurrer to the complaint as supplemented, predicated on the proposition that the court was without jurisdiction to try the cause because the matters complained of constituted a possible unfair labor practice which came under the exclusive jurisdiction of the National Labor Relations Board and the federal courts. This demurrer was overruled.
On November 18, 1957, prior to the hearing on the demurrer, charges were filed with the National Labor Relations Board against plaintiff and against both unions (the laborers and plumbers unions) alleging unfair labor practices. The local board on November 27, 1957, refused to institute proceedings or issue a complaint because such action would not effectuate the National Labor Relations Act.
After trial as to certain issues before the court, a jury having been waived, the trial court filed a memorandum opinion dealing only with the questions as to the court's jurisdiction and as to whether there was a breach of a valid collective bargaining contract. The parties by stipulation agreed that the question of damages was to be litigated at a subsequent hearing. The trial court determined that it did have jurisdiction to try the cause and that defendant had committed four breaches of the contract. The four breaches were (1) the initial jurisdictional dispute; (2) the union's refusal to submit that dispute to the National Joint Board of the Building Trades Department [of the AFL-CIO] for settlement; (3) the calling of the strike and the use of pickets; and (4) the union's refusal to furnish members to perform other customary services. The court in no way attempted to resolve the jurisdictional dispute between the two unions because that dispute had to be settled by the National Joint Board.
The court subsequently took evidence on the question of damages incurred by plaintiff from the aforementioned breaches of contract. Judgment was for plaintiff in the sum of $11,988.
Defendant appeals primarily on the grounds that the trial court had no jurisdiction to try the action in that the union's conduct amounted to an "unfair labor practice" over which jurisdiction is preempted by the federal government in the Labor Management Relations Act of 1947 and must be rectified, if at all, by the National Labor Relations Board and not by a state tribunal. Plaintiff urges that the suit is essentially one for an injunction and for damages arising from a breach of contract, even though such conduct might also directly or incidentally be an unfair labor practice.
The distinction between the two theories of suit is fundamental.  If the suit is to enjoin and collect damages from an unfair labor practice absent any collective bargaining contract, it has been decided by the United States Supreme Court that the federal government has preempted this area of labor relations and in the absence of an overwhelming state interest such as violent picketing ( Allen-Bradley Local v. Wisconsin Emp. Relations Board, 315 U.S. 740, 749 [62 S.Ct. 820, 86 L.Ed. 1154]; United Construction Workers v. Laburnum Constr. Corp., 347 U.S. 656 [74 S.Ct. 833, 98 L.Ed. 1025]), the sole jurisdiction lies with the National Labor Relations Board ( San Diego Building Trades Council v. Garmon, 359 U.S. 236 [79 S.Ct. 773, 3 L.Ed.2d 775]). This preemption occurs even though the National Labor Relations Board has refused to hear the controversy as happened in the instant case.
The dispute in the instant case arose from the delegation by plaintiff of certain work to the plumbers which defendant union claimed should be performed by the laborers by virtue of a 1941 agreement between the laborers and plumbers national unions. The strike resulted from this dispute. It is not necessary to determine whether an unfair labor practice had in fact been committed. The trial court did not decide whether an unfair labor practice had been committed and correctly held that such determination "is the function of the Board."  To give the state court jurisdiction it is only necessary to find a collective bargaining contract between the parties and conduct (no matter how classified) which breached the contract and gave rise to damages in plaintiff.
". . . the better-reasoned cases hold that even where the aggrieved incident or act constitutes both a contract violation and an unfair labor practice, particularly concerning a substantive contract right such as employment or pay, the federal district courts will not be deprived of jurisdiction to grant relief as to the breach of contract, the other aspect being left to the Board. . . . The distinguishing point is that, while an act may be both an arbitrable contract violation and an unfair labor practice, a `breach of contract is not an unfair labor practice'; the former is enforced by the courts, the latter by the Board; the former gives to private parties a remedy, the latter uses a private right to effectuate the declared policies of the Act; the former gives a certainty of decision, the latter leaves decision discretionary."
Defendants place great weight on the second Garmon case ( San Diego Building Trades Council v. Garmon, 359 U.S. 236 [79 S.Ct. 773, 3 L.Ed.2d 775]) for the proposition that the National Labor Relations Board has exclusive jurisdiction over the controversy in the instant case. In the Garmon case, as here, suit was for an injunction and damages. The distinguishing feature between the two cases is manifest. In Garmon, there was no collective bargaining contract which was breached. Here, there is a contract and under the act (§ 301) (29 U.S.C.A. § 185), suits for violations of collective bargaining contracts may be brought in the federal courts.
As was said in Charles Dowd Box Co., Inc. v. Courtney, supra, (Feb. 19, 1962), 368 U.S. 502 [82 S.Ct. 519, 7 L.Ed.2d 483], which was a suit brought by the union to declare that a collective bargaining agreement was valid and that defendant employer breached it, resulting in damages, "An analogy is drawn to our decisions which have recognized the necessity of withdrawing from the state courts jurisdiction over controversies arguably subject to the jurisdiction of the National Labor Relations Board. [Citing Garmon.] Whatever the merits of this argument as a matter of policy, we find nothing to indicate that Congress adopted such a policy in enacting § 301. The legislative history of the enactment nowhere suggests that, contrary to the clear import of the statutory language, Congress intended in enacting § 301 (a) to deprive a party to a collective bargaining contract of the right to seek redress for its violation in an appropriate state tribunal."
California also recognizes this fundamental distinction between suits brought to obtain redress for breach of a collective bargaining agreement and suits to obtain redress for other labor-management disputes. The case of Grunwald-Marx, Inc. v. Los Angeles Joint Board, 52 Cal.2d 568 [ 343 P.2d 23], is controlling in the instant case.
In the Grunwald-Marx case, the employer sought to compel the union to arbitrate a dispute as was provided in the collective bargaining contract. The union moved to dismiss on the ground that the Superior Court had no jurisdiction to consider the petition, and also filed a general and special demurrer. In support of the motion to dismiss, the union, by affidavit, averred that the company was engaged in interstate commerce within the meaning of the National Labor Relations Act; that prior to filing the petition the employer had filed with the National Labor Relations Board a charge that the union was engaging in unfair labor practices within the meaning of section 8(b) (3) of the National Labor Relations Act (29 U.S.C.A. § 158 (b) (3)); that the unfair labor practices charged affected commerce within the meaning of the act; and that the union had refused to bargain. A copy of the charge filed by the company with the National Labor Relations Board was attached to the union's supporting affidavit. The affidavit also stated that "the National Labor Relations Board has not declined, but in fact has assumed and is now exercising jurisdiction over the present controversy" between the employer and the union. These claims were not controverted by the company.
The trial court denied the motion to dismiss and overruled the union's demurrers. The union then filed its answer, again raising the jurisdictional question, and setting forth the defense that the matter was not subject to arbitration. The trial court found "that the issues presented by petitioner [employer] for adjudication to the National Labor Relations Board are not the same as those which constitute the controversy and dispute in the instant petition," and directed the employer and the union to arbitrate.
After upholding the arbitration award and sustaining the court's jurisdiction to compel arbitration pursuant to the collective bargaining agreement, the court in the Grunwald-Marx case ( 52 Cal.2d 568, 579) stated: ". . . the charge before the state court is for breach of contract and the remedy asked is arbitration. The charge before the National Labor Relations Board is the refusal to bargain collectively. The two charges relate to the same controversy. They may overlap, but they are not identical."
The court continues: (p. 580) "There are a substantial number of cases holding that the federal courts (as distinguished from the National Labor Relations Board) have jurisdiction where the conduct complained of — that is, the same act — constitutes both a breach of contract and an unfair labor practice. The majority of the lower federal courts have held or implied that in such a case jurisdiction has not been preempted. [Citing cases.] . . . The point was specifically left open by this court in the case of McCarroll v. Los Angeles County etc. Carpenters, 49 Cal.2d 45 [ 315 P.2d 322] (cert. den. 355 U.S. 932 [78 S.Ct. 413, 2 L.Ed.2d 415]). . . . It held that state courts have concurrent jurisdiction with the federal courts under section 301 of the Labor Management Relations Act (29 U.S.C.A. § 185)."
 The finding of jurisdiction by the trial court in the instant case is clearly correct and conclusively supported by the cases. San Diego Building Trades Council v. Garmon, 359 U.S. 236 [79 S.Ct. 773, 3 L.Ed.2d 775], and Plumbers, etc. 298 v. County of Door, 359 U.S. 354 [79 S.Ct. 844, 3 L.Ed.2d 872], relied upon by defendants have no application to the instant case in that no collective bargaining contracts were there involved.
Defendants further contend on appeal that the measure of damages used by the trial court was erroneous.  In this connection the rule of damages to be applied in such cases is stated in Wilson Co. v. United Packinghouse Workers of America, 181 F. Supp. 809, 820-821, as follows: "In an action against a union under Section 301 for damages caused by a breach of a no-strike provision in a contract, the measure of damages recoverable is the actual loss sustained by the plaintiff as a direct result of the breach. United Electrical, etc. Workers of America v. Oliver Corp., (8 Cir. 1953) 205 F.2d 376, 388. Such loss would be that which may reasonably and fairly be considered as arising naturally from the particular breach of contract involved and which may reasonably be supposed to have been in the contemplation of the parties at the time the agreement was entered into in the event of such violation."
The trial court found damages of $11,988 consisting of the following items: (1) increased direct labor costs, including foremen — $9,066, (2) cost of fringe benefits, required insurance on item 1 — $1,359, (3) additional overhead occasioned by delay in completing the contract, being 15 per cent of items 1 and 2 — $1,563. These figures were supplied to the court by Mr. Gage, vice president of plaintiff, whose knowledge of the facts was not controverted by defendants.
(1) That plaintiff by terminating a subcontract with the Raven Construction Co., because Raven was going to use laborers on the work in question, was guilty of inducing breach of contract and had "unclean hands" which should deny it the right to seek damages.
(2) That the damages were caused by a shortage of plumbers and not by virtue of the fact that the laborers were off the job from November 12, 1959, to November 29, 1959.
[9a] As to defendant's first contention, the trial court in the first aspect of the case (whether the court had jurisdiction to hear the cause and whether defendants were guilty of breach of their collective bargaining contract with plaintiff) found that plaintiff in good faith assigned the work to the plumbers. This determination of the trial court is in accordance with the evidence. The plaintiff, on advice from its labor adviser, believed the work had to be done by plumbers. Since Raven was going to use laborers on this work, plaintiff in good faith had to terminate the subcontract with Raven or else be subject to labor difficulties with the plumbers union.
There is evidence showing that there was machinery in the collective bargaining agreement which was to be used to settle these jurisdictional disputes; namely, submission of the problem to the National Joint Board for the Settlement of Jurisdictional Disputes. There was no determination ever received by any of the parties from the joint board as to who was supposed to do this work.
The employer who is a signatory to this type of agreement does not act at his peril in selecting one craft or another to do a disputed item of work. The plumbers informed plaintiff that their union had jurisdiction over the work in question. The defendant union felt that the laborers had jurisdiction and struck the job in violation of their contract when plaintiff assigned the work to the plumbers. Plaintiff does not have unclean hands when it, in this situation, in good faith, terminated the Raven subcontract and allowed the plumbers to do the work.
 As stated in People v. Nunn, 46 Cal.2d 460, 468 [ 296 P.2d 813]: "The phrase `good faith' in common usage has a well-defined and generally understood meaning, being ordinarily used to describe that state of mind denoting honesty of purpose, freedom from intention to defraud, and, generally speaking, means being faithful to one's duty or obligation." [9b] Plaintiff here, after being advised by competent labor personnel, selected the union which it considered was entitled to the work and in that respect it was being faithful to its duty.
 As to defendant's second contention, in its memorandum opinion the trial court stated: "It appears to be the position of defendant that plaintiff is entitled to recover, if at all, only the difference in his direct costs of labor resulting from having plumbers do certain digging and trenching work rather than laborers whose hourly rate of pay is substantially less than that of plumbers. Defendant made no serious effort and offered no satisfactory testimony, either on cross-examination or by his own witnesses, to show that the long delay in finishing the job, and the substantial costs occasioned thereby, to which Mr. Gage testified, had not in fact occurred and been suffered. The court questioned Mr. Gage at some length to determine if perhaps some portion of the additional labor costs might be attributable to factors other than defendant's breach of contract. Mr. Gage's answers to the court questions were convincing and stand unrefuted."
The evidence giving rise to the damages recovered is substantial and sustains the trial court's determination on the matter. This evidence established that when the pickets appeared at the job because of the jurisdictional dispute, the three laborers who were digging ditches for plaintiff were taken off the job; that in order to get the pipes in so the general contractor could pour his foundation, plaintiff's plumbers had to dig the trenches; that with the plumbers doing laborers' work, a shortage of plumbers on the job developed; that by virtue of this shortage (and plaintiff's inability to get more plumbers to replace the ones digging ditches) the plumbers fell behind the general contractor's schedule, who proceeded on the job; that when the laborers returned to work after the strike the plumbers had a more difficult time installing their pipes because the general contractors passed by the plumbers and proceeded with other work; that this necessitated the plumbers installing the pipes in short pieces instead of in long sections which the general contractors ordinarily then enclose; and that by virtue of this strike of approximately three weeks' duration and by the exceptionally more difficult work of installing the pipes, plaintiff finished the job over five and one-half months later than its scheduled completion date.
It is enough to say that the unavailability of other plumbers to take the place of those plumbers who took the place of laborers was not the direct cause of the delay. There was uncontroverted testimony that the six plumbers on the job could have kept on schedule had the three laborers not been wrongfully removed. Defendants cannot place the causation of the damages on the shortage of plumbers when it was their wrongful act of removing the laborers which gave rise to the shortage of plumbers on the job in the first instance.
The measure of damages used by the trial court is amply supported by substantial evidence in the record. The amount of damages given consists only of the direct expenses of plaintiff resulting from the five and one-half months delay in completing the job.  Under the rule of damages stated in section 3300, Civil Code, and in Ely v. Bottini, 179 Cal.App.2d 287, 294 [ 3 Cal.Rptr. 756], all of the consequences which are deemed to have been within the contemplation of the parties at the time the contract was executed may be considered in fixing the amount of plaintiff's recovery.  Damages stemming directly from a strike with which the collective bargaining contract was concerned and which contained a "no-strike" clause are clearly within contemplation of the parties. Defendant in no way has rebutted the measure or amount of damages used by the trial court and may not do so now on this appeal.
Judgment for plaintiff is affirmed.
Burke, P.J., and Jefferson, J., concurred.


Petitioners, Frederick and Carol Trippe, have petitioned this court for a writ of habeas corpus pursuant to 28 U.S.C. § 2254. On October 14, 1977, after a jury trial in the New York County Supreme Court, petitioners were convicted of falsifying business records in the first degree, offering a false instrument for filing in the first degree, grand larceny in the second degree, forgery in the third degree, and conspiracy in the third degree. Frederick Trippe was sentenced to an indeterminate term of from one to three years' imprisonment. Carol Trippe was sentenced to an indeterminate term not to exceed three years.
On appeal to the Appellate Division, First Department, both convictions were affirmed without opinion on October 19, 1978. People v. Trippe, 65 A.D.2d 532, 409 N.Y.S.2d 471 (1st Dept. 1978). The New York State Court of Appeals denied leave to appeal on December 12, 1978. People v. Trippe, 46 N.Y.2d 845 (1978).
Petitioners then moved to vacate their respective judgments of conviction on the ground of newly discovered evidence pursuant to CPL § 440.10, subd. 1(g). On August 1, 1979, that motion was denied in the Supreme Court, New York County, Trial Term: part 82. Finally, on March 4, 1979, petitioners petitioned for a writ of error coram nobis in the court of conviction, on the ground that the sentences were unlawful. The petition was denied. Both petitioners are presently on parole.
Petitioners raise several claims in support of their respective petitions for federal habeas relief: that there was improper participation by the trial court judge, in that he excessively questioned the witnesses to aid the prosecution; that the prosecution wrongfully withheld exculpatory notebooks which petitioners had surrendered under a subpoena duces tecum ; that the prosecution wrongfully failed to disclose that its chief witness was an accomplice; that they received ineffective assistance of counsel at both the trial and appellate levels; that they were wrongfully denied a motion to vacate judgments on the grounds of newly discovered evidence; that the prosecutor wrongfully audited, examined and used as evidence, those documents surrendered under the grand jury's subpoena; and that the prosecutor knowingly permitted the false testimony of its principal witness.
If the exhaustion doctrine is to prevent "unnecessary conflict between courts equally bound to guard and protect rights secured by the Constitution," Ex Parte Royall, supra, at 251 (117 U.S. 241, 6 S. Ct. 734, 29 L. Ed. 868), it is not sufficient merely that the federal habeas applicant has been through the state courts. The rule would serve no purpose if it could be satisfied by raising one claim in the state courts and another in the federal courts.
Picard v. Connor, supra, 404 U.S. at 275-76, 92 S. Ct. at 512-513; accord, Pitchess v. Davis, 421 U.S. 482, 95 S. Ct. 1748, 44 L. Ed. 2d 317 (1975).
Many of petitioners' claims were not presented to the New York appellate courts for review. This is failure to exhaust. Picard v. Connor, supra, 404 U.S. at 275-278, 92 S. Ct. at 512-513; Preiser v. Rodriguez, 411 U.S. 475, 490-95, 93 S. Ct. 1827, 1836-1839, 36 L. Ed. 2d 439 (1973); Pitchess v. Davis, supra, 421 U.S. at 490, 95 S. Ct. at 1753. Specifically, these claims deal with the trial court's remonstrances of defense counsel (for which there were no objections raised at trial), and certain alleged improprieties on the part of the prosecutor: (1) that he improperly used subpoenaed materials; (2) that he generally abused his investigatory discretion; (3) that he failed to disclose the exculpatory statements of a witness (which petitioners do not claim were requested); and (4) that he knowingly permitted false testimony by a principal witness. *fn1" As justification for their failure to exhaust, petitioners contend that the court of conviction is biased towards them, and that a fair review is, therefore, not possible. Frederick Trippe's Petition at 5, 79 Civ. 6880 (December 27, 1979). Yet, petitioners offer nothing but this allegation, and fail to substantiate their claims or to provide the court with concrete proof of such bias. After a full review of the record, this court can reach no such conclusion.
Accordingly, the court will review only those claims in respect to which petitioners have exhausted the available state remedies: (1) that they were deprived of a fair trial by the trial court judge's excessive questioning of the witnesses in aid of the presentation; (2) that the prosecution withheld exculpatory material that was contained in the business records which petitioners surrendered under a subpoena duces tecum; (3) that they were wrongfully denied a motion to vacate judgment on grounds of new evidence; and (4) that their trial was unfair due to ineffective assistance of counsel.


text:
Mitchell Dolin, who co-chairs Covington’s highly regarded global insurance recovery practice, has successfully handled a wide array of matters in trial and appellate courts across the country, domestic and international arbitral proceedings, and high-value mediations and negotiations. He has represented corporate and other policyholders in pursuing coverage for a broad range of underlying liabilities, including antitrust, employment, environmental, intellectual property, mass tort, media, professional liability, and shareholder claims, as well as for first-party property, business interruption, cargo, event cancellation, political risk, product recall, rep-and-warranty, and trade credit losses. Mr. Dolin has been ranked by Chambers USA as one of the nation’s top dozen policyholder lawyers for more than a decade, and Chambers has described him as "universally lauded for his deep policyholder experience and knowledge." For several years, he also chaired the firm’s arbitration practice and has served as an advocate and arbitrator in domestic and international arbitrations.
In the mass-tort field, he has litigated and arbitrated coverage disputes for Cardinal Health, Eli Lilly, the National Football League, and numerous other clients. He led the firm's efforts as special insurance counsel to both Owens Corning and Congoleum, each of which resolved its asbestos coverage disputes and successfully emerged from bankruptcy. For Owens Corning, he secured approximately $1.5 billion in coverage in a series of lawsuits, arbitrations, and mediations.
His D&O and professional liability insurance representations have included work on coverage matters for companies, controlling shareholders, officers and directors, law firms, and universities, including for clients such as Autoliv, Booz Allen Hamilton, El Pollo Loco, Martha Stewart Living, the NFL, Owens Corning, PG&E’s outside directors, S&P Global, Sprint Nextel, and UBS, with litigated victories as lead counsel in such cases as Houston Casualty v. Sprint Nextel, 2010 WL 4852649 (E.D. Va.), NFL v. Vigilant, 36 A.D.3d 207 (N.Y. 2006), and Owens Corning v. National Union, 257 F.3d 484 (6th Cir. 2001).
Other previous representations include: AfricInvest, a Tunis-headquartered private equity firm, in a political risk claim against the World Bank’s Multilateral Investment Guarantee Agency; Insight Health Services in Minnesota state court lawsuit over healthcare professional liability coverage; Dow Corning in various cases concerning coverage for breast implant claims, including one which led to a successful resolution after a federal appeals court held that an adverse 2-to-1 arbitral award was merely a non-binding prelude to litigation (Dow Corning v. Safety Nat’l, 335 F.3d 742 (8th Cir. 2003)) and another in which a federal court ruled that an insurer seeking to claw back a settlement payment was subject to a set-off defense (In re Dow Corning, 2010 WL 3927738 (E.D. Mich.)); UBS Real Estate Investments, the mortgage lender to the retail leaseholder at the World Trade Center, in the landmark 9/11 property insurance litigation (World Trade Center Properties v. Hartford, 345 F.3d 154 (2d Cir. 2003)); then-President Clinton in connection with coverage for Jones v. Clinton; the American Association of Blood Banks in coverage litigation concerning HIV-tainted blood lawsuits; Oglebay Norton in pursuing coverage for asbestos and workplace harassment claims; Exxon in coverage litigation and international arbitration resulting in insurance recoveries of $780 million for Valdez-related losses; Nestle in a precedent-setting environmental coverage lawsuit (Nestle v. Aetna, 842 F. Supp. 125 (D.N.J. 1993)); coalitions of policyholders as amici curiae in landmark insurance cases such as Goodyear v. Aetna, 95 Ohio St. 3d 512 (2002), Frontier v. Merchants, 91 N.Y.2d 169 (1997), and North River v. CIGNA Re, 52 F.3d 1194 (3d Cir. 1995); and serving earlier in his career on the defense teams for a major western railroad in the coal slurry pipeline antitrust litigation and a leading French fragrance manufacturer in dealer termination antitrust litigation.
Represented organizations advocating as amici curiae in defense of gun control measures, including in U.S. v. Castleman, 134 S. Ct. 1405 (2014) and Woollard v. Gallagher, 712 F.3d 585 (4th Cir. 2013).
Successfully argued for vacation of client's death sentence before Mississippi Supreme Court in State v. Tokman, 564 So. 2d 1339 (Miss. 1990), and represented client in subsequent trial court proceedings that resulted in the disqualification of the entire Hinds County District Attorney’s office and a negotiated plea shortly before a new capital sentencing trial.
Represented amici curiae in Supreme Court cases involving civil rights issues, including McMillian v. Monroe County, 520 U.S. 781 (1997), Patterson v. McLean Credit Union, 491 U.S. 164 (1989), Shaare Tefila Congregation v. Cobb, 481 U.S. 615 (1987), and St. Francis College v. Al-Khazraji, 481 U.S. 604 (1987).
Represented organizations challenging federal agency action in City of Alexandria v. Slater, 198 F.3d 862 (D.C. Cir. 1999) and Women Involved in Farm Economics v. USDA, 876 F.2d 994 (D.C. Cir. 1989).
American Bar Association, previously served as co-chair of the Litigation Section's Task Force on the Judiciary and its Federal Legislation Committee.

matches: v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v.


A blockchain token is a digital token created on a blockchain as part of a decentralized software protocol.
There are many different types of blockchain tokens, each with varying characteristics and uses. Some blockchain tokens, like Bitcoin, function as a digital currency. Others can represent a right to tangible assets like gold or real estate.
Blockchain tokens can also be used in new protocols and networks to create distributed applications. These tokens are sometimes also referred to as App Coins or Protocol Tokens. These types of tokens represent the next phase of innovation in blockchain technology, and the potential for new types of business models that are decentralized - for example, cloud computing without Amazon, social networks without Facebook, or online marketplaces without eBay.
However, there are a number of difficult legal questions surrounding blockchain tokens. For example, some tokens, depending on their features, may be subject to US federal or state securities laws. This would mean, among other things, that it is illegal to offer them for sale to US residents except by registration or exemption. Similar rules apply in many other countries.
The Framework focuses on US federal securities law because these laws pose the biggest risk for crowdsales of blockchain tokens. In many jurisdictions, there may also be issues under anti-money laundering laws and general consumer protection laws, as well as specific laws depending on what the token actually does.
This document is a general guide for developers and users of tokens.
Part 1 is designed to estimate how likely a particular token is to be a security under US federal securities law.
Part 2 sets out some best practices for crowdsales.
Part 3 is a detailed securities law analysis by Debevoise & Plimpton LLP.
As more fully set forth in the component parts of this document, the document does not constitute legal advice and should not be relied on by any person. Developers and users should consult their own counsel in connection with their initiatives in this area.
You should not rely on this Framework as legal advice. It is designed for general informational purposes only, as a guide to certain of the conceptual considerations associated with the narrow issues it addresses. You should seek advice from your own counsel, who is familiar with the particular facts and circumstances of what you intend and can give you tailored advice. This Framework is provided “as is” with no representations, warranties or obligations to update, although we reserve the right to modify or change this Framework from time to time. No attorney-client relationship or privilege is created, nor is this intended to be attorney advertising in any jurisdiction.
The US Supreme Court case of SEC v Howey established the test for whether an arrangement involves an investment contract. An investment contract is a type of security.
In the context of blockchain tokens, the Howey test can be expressed as three independent elements (the third element encompasses both the third and fourth prongs of the traditional Howey test). All three elements must be met in order for a token to be a security.
Step 1: Access the google sheet or refer to the copy of the framework in the Appendix.
Step 2: Review each characteristic and determine whether or not it applies to the token.
Step 3: For the criteria that apply, add or subtract the corresponding points to get a total for each element.
Step 4: You now have three point scores, one for each element. Your lowest point score represents your overall risk score.
Please remember that this methodology produces nothing more than an estimate. You should seek your own legal advice, tailored to your own specific situation and considerations.
The following principles help inform and protect buyers, and increase the chances of a successful token sale, especially for a sale which occurs before there is a live network using the token. They are guidelines and are not designed for any specific situation. Please consult your legal and other advisors.
Most of these best practices do not directly affect whether a token is a security under the Howey Test.
A white paper defines the network and its use cases. It is critical for buyers to be able to understand the characteristics and functionality of the token they are buying, the challenges and risks of development, and the benefits of using the network.
A clear development roadmap gives buyers confidence that the proceeds of the sale will be properly used for the project and that the network will be launched, meaning that they will be able to use the tokens as intended.
Setting aside funding for each stage of the project helps establish structure and allows buyers to assess the likelihood of success. Using blockchain features to restrict the development team’s access to funding can deliver more transparency.
Members of the development team and advisors should be paid full and fair value for their services, through a combination of money and tokens. Quantifying the value of contributions, especially early contributions (pre-crowdsale) provides transparency.
Identifying the development team and advisors helps potential buyers assess the credibility of the project and its potential for success. It reduces the likelihood of fraud.
Building with open source software and using an open, public blockchain provides transparency, enables real participation from token holders and independent developers, allows for auditing, and helps prevents fraud.
Enabling real and meaningful participation in the network from a diverse set of independent parties may also strengthen the arguments against the second and third criteria of the Howey test, because participants are less reliant on the initial developers.
The total proceeds from a crowdsale should not exceed the estimated costs of development. A crowdsale should be capped at the number and price of tokens required to raise this amount.
Pricing mechanisms which increase over time can encourage irrational behavior (e.g. FOMO) and do not treat buyers equally. Setting the price in a single currency reduces the potential for confusion and arbitrage.
Decide on the percentage of the total token supply that represents a fair reward for the work of the development team and advisors.
Release those tokens to the development team incrementally over time (contingent on their continued work on the project).
Concentrating too many tokens in the hands of the development team and other contributors increases the risk of centralization of control of the network. On the other hand, setting aside too few tokens does not align the interests of the development team with the interests of other token holders.
Releasing tokens to the development team over time aligns their interests with other users over a longer period.
Releasing tokens to the development team over time also reduces the risk of affecting the market - it prevents large numbers of tokens from flooding the market at one time.
Provide appropriate disclaimers about the token as a product, not as an investment.
Using a short, relevant disclaimer which accurately describes the risks of the tokens, protocols and network is useful. Long, legalistic disclaimers about the risks of investment are not helpful to buyers and may provide the impression that the token is an investment.
You should not rely on this Memorandum as legal advice. It is designed for general informational purposes only, as a guide to certain of the conceptual considerations associated with the narrow issues it addresses. You should seek advice from your own counsel, who is familiar with the particular facts and circumstances of what you intend and can give you tailored advice. This Memorandum is provided “as is” with no representations, warranties or obligations to update, although we reserve the right to modify or change this Memorandum from time to time. No attorney-client relationship or privilege is created, nor is this intended to be attorney advertising in any jurisdiction.
This outline sets forth our analysis as to whether cryptographic blockchain tokens (known as “Blockchain Tokens”) with certain features (in our parlance, “rights” versus “investment interests”) would be considered a “security” for purposes of Section 2(a)(1) of the Securities Act of 1933 (“Securities Act”) and Section 3(a)(10) of the Securities Exchange Act of 1934 (“Exchange Act”).
We stress that this conclusion is dependent on the particular features of the relevant Blockchain Token. Accordingly, this outline first lists various rights that a Blockchain Token might have that we believe support the conclusion that it is not a security, as well as various investment interests a Blockchain Token might have that we believe would make such an instrument more likely to be considered a security. We then summarize the relevant legal principles for determining what constitutes a security, and why we conclude, based on those principles, that properly designed Blockchain Tokens are better considered something other than a security. Finally, we analogize these types of Blockchain Tokens to the rights of a franchisee or licensee, who would not be treated as a security-holder.
We understand that Blockchain Tokens can have different features depending on how they are designed, but at a basic level each Blockchain Token is associated with one or more computer systems.
Because they are associated with one or more computer systems, when discussing Blockchain Tokens for purposes of the analysis, we use the term “system” to include any computer system, network, platform, application, software or protocol.
While we broadly discuss features that may result in a Blockchain Token being viewed as a non-security, a further analysis based on the individual facts and circumstances of each relevant Blockchain Token (and its system) generally would be required to appropriately determine whether a particular Blockchain Token would constitute a security and fall under the federal securities laws.
Rights to vote on additions to or deletions from the system in terms of features and functionality.
A feature allowing the holder to convert a non-security Blockchain Token into a Blockchain Token or instrument with one or more investment interests, or granting the holder an option to purchase one or more investment interests.
We believe that non-security Blockchain Tokens can be issued in different classes where each class has different bundles of rights (whether overlapping or not), so long as the class does not include investment interests.
We believe that the combination of investment interests with rights into the same Blockchain Token likely would result in a Blockchain Token security.
We note that an ownership interest in a fund or other legal entity vehicle that buys non-security Blockchain Tokens would still constitute ownership of a security, even if the fund would not be deemed to own any securities.
We have considered the question of whether issuance of a Blockchain Token prior to the existence of a system would constitute a security. We have not found conclusive law on the subject, but believe that the better view is that a non-security Blockchain Token does not become a security merely because the system as to which it has rights has not yet been created or completed. Although not specifically mentioned in any case law, there is a significant school of thought that argues in favor of having the launch of the system and of the associated Blockchain Tokens occur as close in time as possible in order to reduce the likelihood that the Blockchain Tokens will constitute securities. We do not express a view on the viability of this line of reasoning, but note that it potentially implicates the common enterprise element of the Howey test and the “risk of loss” analysis, each discussed below.
Based on the background above, we consider below whether a Blockchain Token would fall under the definitions of security outlined in the Securities Act and the Exchange Act, as well as subsequent case law further defining the term security.
The seminal Supreme Court case for determining whether an instrument meets the definition of security is SEC v. Howey, 328 U.S. 293 (1946). The Supreme Court has reaffirmed the Howey analysis as recently as 2004 in SEC v. Edwards, 540 U.S. 398 (2004).
Howey focuses specifically on the term “investment contract” within the definition of security, noting that it has been used to classify those instruments that are of a “more variable character” that may be considered a form of “contract, transaction, or scheme whereby an investor lays out money in a way intended to secure income or profit from its employment.” Howey, 328 U.S. at 298; Golden v. Garafolo, 678 F.2d 1139, 1144 (2d. Cir. 1982) (stating “investment contract” has been used as a way to classify instruments that do not fit other categories); see also Black’s Law Dictionary (10th ed. 2014).
From our understanding of them, Blockchain Tokens seem most likely to be analyzed as an investment contract. Some of the investment interests listed above are more properly characterized as traditional types of securities, so their combination with a non-security Blockchain Token likely produces a Blockchain Token security.
Not every contract or agreement is an “investment contract” and the Supreme Court developed a four-part test to determine whether an agreement constitutes an investment contract and therefore a security.
The Court articulated the test as follows: A contract constitutes an investment contract that meets the definition of security if there is (i) an investment of money; (ii) in a common enterprise; (iii) with an expectation of profits; (iv) solely from the efforts of others (e.g., a promoter or third party), “regardless of whether the shares in the enterprise are evidenced by formal certificates or by nominal interest in the physical assets used by the enterprise.” Howey, 328 U.S. at 298-99. In order to be considered a security, all four factors must be met. See Edwards, 540 U.S. at 390.
Investment of Money. Under Howey, and case law following it, an investment of money may include not only the provision of capital, assets and cash, but also goods, services or a promissory note. See, e.g., Int’l Bhd. Of Teamsters v. Daniel, 439 U.S. 551, 560 n.12 (1979); Hector v. Wiens, 533 F.2d 429, 432-33 (9th Cir. 1976); Sandusky Land, Ltd. V. Uniplan Groups, Inc., 400 F. Supp. 440, 445 (N.D. Ohio 1975).
Given the broad definition of a money investment and the fact that non-security Blockchain Tokens will be distributed through a sale by the issuer to the buyers with the price set per token, we conclude that this factor should be satisfied.3 We reach this conclusion notwithstanding the fact that there may be a cap on the total amount raised and purchased.
Common Enterprise. Different circuits use different tests to analyze whether a common enterprise exists. Three approaches predominate: (i) horizontal; (ii) narrow vertical and (iii) broad vertical. We define each and then discuss below.
Under the horizontal approach, a common enterprise is deemed to exist where multiple investors pool funds into an investment and the profits of each investor correlate with those of the other investors. See e.g., Curran v. Merrill Lynch, 622 F.2d 216 (6th Cir. 1980). Whether funds are pooled appears to be the key question, and thus in cases where there is no sharing of profits or pooling of funds, a common enterprise may not be deemed to exist. See e.g., Hirk v. Agri-Research Council, Inc., 561 F.2d 96, 101 (finding discretionary future trading account was not investment contract because there was no pooling of funds); Wals v. Fox Hills Dev. Corp., 24 F.3d 1016 (7th Cir. 1994) (promoter of condominium timeshare did not pool profits and thus no common enterprise existed).
The narrow vertical approach looks to whether the profits of an investor are tied to a promoter. See SEC v. Eurobond Exchange Ltd., 13 F.3d 1334 (9th Cir. 1994) (imposition of profit limitations on investors through requiring promoter to receive excess return rate tied promoter’s fortunes to investors).
The broad vertical approach considers whether the success of the investor depends on the promoter’s expertise. If there is such reliance, then a common enterprise will be deemed to exist. See e.g., SEC v. Continental Commodities Corp., 497 F.2d 516 (5th Cir. 1974) (promoter’s recommendations regarding certain futures contracts demonstrated investor reliance on promoter’s expertise).
Under the horizontal approach, the Blockchain Token may be considered a common enterprise where the reward for work—through mining or otherwise—correlates to the reward received by other participants. Thus, although the issuer has some control over the protocol, the rewards received by the token holders (e.g., through the receipt of more tokens or other forms of rewards) would likely be correlated.
Under either of the vertical approaches, however, a common enterprise may not exist given the decentralized nature of the Blockchain Token framework, whereby Blockchain Token holders depend on their own efforts (mining or otherwise), rather than the issuer’s expertise (even though in certain cases the issuer may control or influence technical permissions or changes to the protocol). Thus, depending on the level of control of exerted by the issuer, the less of a reliance on the issuer’s expertise, may result in the view that a Blockchain Token should not be viewed as having a common enterprise.
Given the diverging approaches, the law on the “common enterprise” element is somewhat unclear and not easily susceptible to analysis. Putting things in more practical terms: In one sense, it would appear that the system is a common enterprise because it involves the efforts of Blockchain Token holders (and perhaps others) to create, update and enhance a system that is used by the Blockchain Token holders and third parties. On the other hand, it is possible to conceive of a system that does not rely on concerted effort to create, update or enhance such as where independent actors use the base code for a variety of unrelated activities (for example, IBM’s Watson can be used for many different purposes by independently operating groups).
Nevertheless, it would seem to us to be the case that where the issuer of the particular Blockchain Tokens uses the funds derived from the issuance to create, support or maintain the system, a court might find the common enterprise element satisfied.
This may similarly apply in the case of a presale made prior to the launch of the system. For example, one court has found that a purchase agreement that was entered into prior to the construction of a resort community demonstrated a common enterprise. This was in part because the construction company was pooling presale purchase commitments in order to obtain financing to fund the project, and thus the completion of the project was dependent on generating sufficient investor interest. See Wooldridge Homes, Inc. v. Bronze Tree, Inc., 558 F. Supp. 1085 (D. Colo 1983).
Although not definitive in this regard, depending on how the presale is structured, and whether the construction of the system is contingent on those funds, it may increase the likelihood that this element would be met.
That said, we believe the better view is that a non-security Blockchain Token's character is not changed merely because it is sold before the system is constructed or in order to raise funds for construction of the system. We view presales as more akin to buying the right to use the system in the future, as opposed to receiving some type of investment interest. We think the analysis should hinge on whether the Blockchain Token holder can exploit directly the system for his/her own creative purposes or to produce a good or service sold to others (that is, profit from the rights separate from others using the system). We do not believe it is dispositive that the holder may sell the Blockchain Token prior to doing so; it is the fact that s/he could exploit the system that makes the difference.
An alternative test, known as the “risk capital test,” considers whether an investment may be viewed as passive and relying on the efforts of others. Specifically, this test looks at four factors: (i) whether funds are being raised for a business venture or enterprise; (ii) whether the transaction is offered indiscriminately to the public at large; (iii) whether the investors are substantially powerless to effect the success of the enterprise; and (iv) whether the investor’s money is substantially at risk because it is inadequately secured. See Silver Hills Country Club v. Sobieski, 55 Cal. 2d 811 (1961). The risk capital test applies to a limited number of jurisdictions, and typically has been applied in the context of original “start-up” capitalization— particularly where membership is nothing more than a sale of right to use the existing facilities—i.e., where “the benefits of the membership have materialized and have been realized by other members prior to any capital raised by the sale of [the memberships].” See Jet Set Travels Club v. Corporation Com’r, 21 Or. App. 362 (1975). Thus, in these select jurisdictions, depending on the structure of the presale, there is some risk that the use of funds to raise capital may be viewed as a security, although this would be mitigated where some of the benefits have already been realized by other holders. We note that these cases involved memberships that did not allow for commercial exploitation for profit of the eventual club, but rather created only a personal right of use. We understand that non-security Blockchain Tokens will allow for the exploitation of the system by the holder, much like a licensee has rights to commercially exploit the license.
Expectation of Profits. Under this element, profit refers to the type of return or income an investor seeks on their investment (rather than the profits that the system or issuer might earn).4 Thus, for purposes of Blockchain Tokens, this could refer to any type of return or income earned as a result of being a Blockchain Token holder, which would be narrowed to the extent it is derived passively, i.e., from the efforts of others. Since courts consider this factor through the lens of the “efforts of others” factor, we analyze this prong along with the fourth factor below. In other words, just because there is a return or profit, does not mean that the investment contract is a security. It is the essentially passive nature of the return, as determined by the “efforts of others” analysis, that results in an “investment contract” and security as opposed to a simple contract instrument.
Solely from the Efforts of Others. Typically, courts have been flexible with the word “solely,” such that, in addition to the literal meaning, it also will include significant or essential managerial or other efforts necessary to the success of the investment. See e.g., SEC v. Glenn W. Turner Enters., 474 F.2d 476, 482-83 (9th Cir. 1973); SEC v. Koscot Interplanetary, Inc., 497 F.2d 473 (5th Cir. 1974) (holding that where promoters retain immediate control over the essential managerial conduct of an enterprise, rather than remote control similar to a franchise arrangement, this element is met); but see Hirsch v. Dupont, 396 F. Supp. 1214, 1218-20 (S.D.N.Y. 1975), aff’d, 553 F.2d 750 (2d Cir. 1977) (indicating that solely should have literal application).
The expectation of profits resulting from the purchase of a Blockchain Token would primarily relate to whether the holder receives (i) rights and/or (ii) investment interests. While non-security Blockchain Token holders may receive money or other forms of financial incentives by virtue of holding the token, we believe that any such incentives are derived through their own efforts, rather than through a passive investment (as would be the case with a Blockchain Token security).
Essentially, each of the rights allows the non-security Blockchain Token holder to utilize, contribute to or license the use of the system in various ways, none of which would be considered a passive investment. Rather, we see the non-security Blockchain Token holders as active participants, like franchisees or licensees.
Furthermore, although an issuer may have some managerial oversight over the system and the distribution of the Blockchain Tokens, if the holders retain voting rights related to changes to the protocol and other legal rights enforced through technical permissions, this would seem to strengthen the view that token holders have no reliance on the efforts of others. That said, security holders often have voting rights, so we do not view this point as being definitive.
We note that appreciation in the value of a non-security Blockchain Token after issuance, due to secondary trading, does not change our view that it is not an investment contract. For example, the value of license or franchise right can increase over time due to the secondary market. Such increases in value derive both of the efforts of the holder and from the system itself, so we do not view such changes as decisive.
We note that the manner in which the sale of a Blockchain Token occurs, particularly the promotion and marketing, may also affect the “expectation of profits” analysis. For example, if the language used to promote the Blockchain Token includes words like “investment,” “returns” or “profits,” the purchasers of the Blockchain Token may be more likely to expect profits from the efforts of others than if the Blockchain Token is promoted on the basis of the usefulness of the rights attaching to it.
Thus, in our view, similar to our analysis above, the existence of voting rights itself should not result in a Blockchain Token being deemed a security. Rather, whether a determination would need to be made as to whether the holder would be viewed as passive or reliant on the efforts of others. Given that holders of non-security Blockchain Tokens play a more active role by using, contributing to or licensing the use of the system, it is less likely that the voting rights in this regard would be viewed as a security.
System License. Another potential framework by which to consider non- security Blockchain Tokens is by using the analogy of a software license, where the rights associated with the Blockchain Tokens could be considered in line with the contractual contours of such a license.
Software licenses typically are governed by contract law, and one way in which to categorize software may be through focusing on the legal rights of the licensor and what rights may be granted to the licensor. For example, the licensor’s rights would include the ability to grant or distribute all, some or none of the rights attached to the use of the software code (originally the licensor’s intellectual property), as well as the right to exclude certain parties from using any of those rights. Thus, the licensee would receive either all of these rights, or a portion of these rights, depending on what the licensor grants.
For the purposes of Blockchain Tokens, this structure would be applicable in the following manner: (i) the issuer acts as the licensor of the system, which includes the underlying protocol, as well as the associated rights; (ii) the token holder acts as the licensee, who receives those rights (or a portion of those rights) in order to use the underlying protocol and the overall system; and (iii) any associated rights provided to each token holder are accomplished through the initial issuance of the tokens (akin to negotiating a software licensing contract between two parties).
Franchise Law. Although we do not suggest that Blockchain Tokens fall under federal or state franchise law requirements, in thinking about the rights that might be included in a non-security Blockchain Token, we drew an analogy to franchise law.
Under the franchise structure, a franchisor operates as the overarching organization that owns the intellectual property of the franchise (and business plan) and has the authority to sell the franchise right to a potential franchisee. The franchisee is the person to whom these rights are granted.
In receiving these rights, the franchisee pays money to the franchisor, which can be an initial fee, an ongoing royalty or both.
Typically, state and federal laws governing franchises require franchisors to provide to prospective franchisees detailed information about the franchise. The disclosure obligations under the various federal and state franchise laws are primarily to mitigate the risk of loss to franchisees that make a capital contribution to the franchise.
The Federal Trade Commission (“FTC”) rules require a franchisor to provide a prospective franchisee with disclosures related to the trademark being used, the total investment needed to begin operations, the provisions of the franchise agreement and other related disclosure items related to receiving the franchise rights. 16 C.F.R. pt. 436.
New York franchise law has detailed disclosure requirements for the prospectus that the franchisor must provide to the prospective franchisee. N.Y. Gen. Bus. Law § 683, et seq.
California state law requires that a franchise agreement include certain protective rights for the franchisee should the franchisor terminate the franchise prior to its expiration date. The purpose of these provisions is to mitigate the loss of investment in the case of unlawful termination by a franchisor. Cal. Bus. & Prof. Code § 20020-22.
In a franchise, the franchisee puts forth the effort and work directly to build up the business in his/her location and the control or management of the franchisor is more remote. Thus, courts have held that a franchise interest should not be considered an investment security. See Koscot Interplanetary, 497 F.2d at 485; Lino v. City Investing, 487 F.2d 689 (3d. Cir. 1973).
We view the holder of a non-security Blockchain Token as being similar to a franchisee in that the rights granted by the Blockchain Token allow the holder to contribute to a system in a manner remote from the issuer of the Blockchain Tokens. In essence, the issuer provides the Blockchain Token holder with rights in the system by virtue of the associated Blockchain Token, rather than through a passive investment interest.
We believe that, despite the more decentralized framework of Blockchain Tokens, the franchise analogy is still useful based on how the initial issuer grants its intellectual property—i.e., the system and its underlying protocol—to each individual token holder. Under the franchise model, a franchisor grants its intellectual property (which may also include a business plan) to a franchisor. While a franchise results in a more uniform application of the intellectual property or business plan by each franchisee, in the Blockchain Token context, analogously, the token holder is granted access to a system, which is the baseline framework by which the token holder operates.
Further, we think it is useful to consider whether the use of disclosures—both to inform token holders of their rights (e.g., voting rights and other systems rights) and to demonstrate the nature of the Blockchain Token—may be useful to incorporate at the time of the issuance of the tokens.
Based on the above, we believe that an appropriately designed Blockchain Token that consists of rights and does not include any investment interests should not be deemed to be a security, subject to the specific facts, circumstances and characteristics of the Blockchain Token itself.
Rather, given our analysis in the above, it should be characterized as a simple contract, akin to a franchise or license agreement.
We hope this outline has been helpful. Please feel free to contact us with any further questions.
We note that the Supreme Court has stated that the definitions of “security” under the Securities Act and the Exchange Act are treated as being the same, despite some technical differences. SEC v. Edwards, 540 U.S. 398 (2004) (citing Reves v. Ernst & Young, 494 U.S. 56, 61 n.1 (1990)).
Our analysis is based on our discussions with you, the materials you provided and the law as it exists as of the date hereof. We have not considered any state or non-US law analysis, including that of federal preemption related to state blue sky laws, and this outline relates solely to the definition of security under the federal securities laws. We do not express any view on any other body of law or legal construct, including without limitation the franchise laws of any state. We are unaware of any court cases, SEC rules or releases that directly address the question discussed in this memorandum as to whether Bitcoin Tokens should be characterized as a securities for purposes of Section 2(a)(1) of the Securities Act. As such, the SEC or a court could reach an alternative conclusion different from those provided in this memorandum.
However, in Teamsters, the court found, in the pension benefits context, that providing labor in return for possible benefits appeared to be more akin to obtaining a livelihood rather than making an investment. Teamsters, 439 U.S. at 560. Analogously, if Blockchain Token users are granted the right to mine in order to earn the eventual rights or rewards to a token, it might be reasonable to conclude that no investment of money had occurred.
More specifically, profits may include all manner of returns, such as dividends, other periodic payments or the increased value of the investment—whether it is a variable or fixed return. See e.g., Edwards, 540 U.S. at 390.
See, e.g., Williamson v. Tucker, 645 F.2d 404 (5th Cir.), cert. denied, 454 U.S. 897 (1981); Odom v. Slavik, 703 F.2d 212, 215 (6th Cir. 1983) (noting that “[t]he managerial powers vested in general partners and the express right of inspection of documents gives them the kind of leverage and ability to protect themselves that takes them outside the intended scope of the ‘34 Act”); see also Klaers v. St. Peter, 942 F.2d 535 (8th Cir. 1991) (finding no security where non-managing partners collectively had 80% voting power on “any items of partnership business which will substantially affect” the partners); Stewart v. Ragland, 934 F.2d 1033 (9th Cir. 1991) (finding no security even though each well was managed by an independent contractor after an examination of the “intricacies of the operating agreement” that laid out significant managerial powers retained by the non-operators, who were sophisticated investors).
Edwards, 540 U.S. at 390 (noting that Reves applies to the term “note” as opposed to “investment contract”).
Under Reves, if the purpose is, for example, to “facilitate the purchase and sale of a minor asset or consumer good, to correct for the seller’s cash flow difficulties, or to advance some other commercial or consumer purpose,” it is unlikely to be deemed a security. See Reves, 494 U.S. at 66.


text:
Representation of Public Entities - Kanner & Whiteley, L.L.C.
We have extensive experience and success representing public entities on various levels including school boards, counties, municipalities, and states in a variety of litigation. This experience gives us a direct understanding of the complexities faced by public entities and the challenges to balance various interests while protecting their citizens and the public fisc.
Kanner & Whiteley is currently engaged in investigating and preparing lawsuits for local government clients in several states to recover damages incurred as a result of the opioid crisis, including health insurance and prescription drug costs, as well as the costs associated with social services, emergency response and other community losses. Thus far, K&W has filed a lawsuit on behalf of Monmouth County, NJ, Monmouth County v. Purdue Pharma L.P., et al., MID L-003010-18 (N.J. Super. Ct. Law Div.), and has been retained by Northampton County, PA to proceed with its opioid litigation, Northampton County, Pennsylvania v. Purdue Pharma L.P., et al., C48-CV-2017-11557 (Northampton County CCP). K&W is in the process of filing a number of lawsuits on behalf of multiple other counties, cities, and joint insurance funds.
K&W has also filed one of the largest opioid damages lawsuits on behalf of a third-party payor, Medical Mutual of Ohio, Medical Mutual of Ohio v. Purdue Pharma L.P., et al., 18-cv-00716 (N.D. Ohio).
Kanner & Whiteley has achieved the largest governmental recovery for natural resource damages against a single defendant as Special Counsel and Trial Counsel to the State of Louisiana in In re: Oil Spill by the Oil Rig “Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010, MDL No. 2179, State of Louisiana v. BP, et al., 1-cv-01790 (representing the State of Louisiana in its response efforts, natural resource damage assessment, and litigation, to recover for both economic and natural resource damages following the Deepwater Horizon Oil Spill, including 41 days at trial). In 2015, the parties reached a global settlement under which the State of Louisiana will receive approximately $10 billion, including the largest natural resource damage recovery ever by a state.
Kanner & Whiteley has also successfully represented local governments in pollution cases, such as Christopher Petrovic, et al. v. Amoco Oil Co., No. 95-0121 c/w City of Independence, et al. v. Amoco Oil Co., No. 95-0019 (W.D. Mo.)(representing a class of property owners and the City of Independence for environmental contamination claims against Amoco Oil); and property damage litigation such as In re School Asbestos Litigation.
Kanner & Whiteley achieved a settlement of over $49 million on behalf of the State of Louisiana in a state Medicaid fraud case for Avandia sales in Louisiana. The Avandia settlement was the largest single recovery received by the State of Louisiana in Medicaid fraud litigation. State of Louisiana v. GlaxoSmithKline et al., Civ. Act. No. 599353, Div. D (19th JDC, East Baton Rouge Parish, LA), (Avandia).
James D. “Buddy” Caldwell, Attorney General, ex rel. State of Louisiana v. Abbott Laboratories, Inc., et al., Civ. Act. No. 620978, Div. D (19th JDC, East Baton Rouge Parish, LA), (Depakote).
State of Louisiana, ex rel. James D. “Buddy” Caldwell, Attorney General v. Shire, PLC, Civ. Act. No. 603091, Div. D (19th JDC, East Baton Rouge Parish, LA), (Adderall).
State of Louisiana, ex rel, James D. “Buddy” Caldwell, Attorney General v. Endo Pharmaceuticals, Inc. et al., Civ. Act. No. 624672, Div. D (19th JDC, East Baton Rouge Parish, LA), (Lidoderm).
Kanner & Whiteley contributed significantly to Louisiana’s second highest rating for Medicaid fraud recoveries in FY 2014, second only to New York, in total dollar recoveries, and over twice of that received by Texas.
Kanner & Whiteley also has considerable expertise in consumer protection and antitrust litigation and is well positioned to assist state Attorneys General and local governments in protecting public monies from deceptive and anti-competitive practices.
In Lemmings v. Second Chance Body Armor, et al., No. CJ-2004-64 (Mayes County District Court, OK) and In re: SCBA Liquidation, Inc., f/k/a/ Second Chance Body Armor, Inc., No. 04-12515 (W.D. Mich.) Kanner & Whiteley successfully represented law enforcement officers, departments, and local and state agencies in seeking reimbursement for monies spent on defective bulletproof vests.
Kanner & Whiteley currently represents the State of New Mexico in its litigation against Dollar General for the deceptive and misleading marketing and advertising of obsolete motor oil. State of New Mexico, ex rel. Hector H. Balderas, Attorney General v. Dolgencorp, LLC (d/b/a Dollar General Corporation), No. 4:17-cv-00832-GAF (W.D. Mo.). Kanner & Whiteley is also representing the State of Mississippi in similar litigation against Dollar General. State of Mississippi, ex rel. Jim Hood, Attorney General for the State of Mississippi v. Dollar General Corporation and Dolgencorp, LLC, No. 3:17-cv-801-LG-LRA (S.D. Miss.).
Kanner & Whiteley’s expertise in first party insurance claims and litigation has often been used by local government entities. Following Hurricanes Katrina, Rita, Ike and Superstorm Sandy, K&W was retained by several government entities in Louisiana, South Texas, the Gulf Region, and New Jersey to investigate and/or pursue claims against their insurers for property damage, loss of use, extra expense coverage, business interruption as well as agent and broker claims, when applicable, each involving multi-million dollar recoveries beyond what was originally paid by the insurer. Our clients have included the City of Gretna (Louisiana), Plaquemines Parish School Board, Cameron Parish School Board, the City of Pasadena (Texas), Barbers Hill Independent School District (Texas), Laporte Independent School District (Texas), and Woodbridge Township (New Jersey).
Litigation is not always the best answer for a government agency in a particular situation and the lawyers of Kanner & Whiteley pride themselves on being good counselors as well as good trial lawyers putting their clients’ best interests first.
Kanner & Whiteley takes seriously its responsibility to act solely at the direction of its public entity clients and maintain dialogue and transparency throughout the litigation.

matches: v. v. v. v. v. v. v. v. v. v. v. v. v.


This student voter guide explains the laws for the state of Georgia.
This student voter guide explains the laws for the state of Georgia. If you wish to vote from your school address, check the student voter guide for the state in which you attend school. If you are interested in casting an absentee ballot in your home state, check the student voter guide for that state.
The Brennan Center is committed to giving students as much information as possible to help you exercise your constitutional right to vote. More than ever in recent history, changes to voting laws are being implemented in ways that can affect your ability to make your vote count. . In addition to the content you will find in this Student Voting Guide, we continue to track passed and pending voting law changes here. While we are working to give you up-to-date information, we urge you to be proactive! In order to ensure you have all the information you need before casting your vote, you should also check with your state and local election officials for information about additional requirements or regulations.
This voting guide was last updated August 15, 2014.
You must be 18 years old to vote but may register beginning six months before your 18th birthday.
Georgia allows voter registration in person at a county registrar’s office, by mail, or online. To take advantage of the online voter registration system you must have a Georgia driver’s license or Georgia-issued ID card.
You must register to vote by the close of business on the fifth Monday before Election Day. For any election on a Tuesday, the registration deadline is 29 days before that election. You can find all of the key dates for the 2014 election at the Secretary of State’s website. If you mail in your registration, it must be postmarked by that date.
If you have been convicted of a felony, it may impact your ability to vote. If you think you might be affected, you should contact local election officials.
You should always check your voter registration status well before the deadline; Georgia provides you the ability to do so online.
Georgia currently does not require any documentation with a voter registration application form. While the state passed a law requiring people to provide documentary proof of citizenship when registering to vote, it is not currently enforcing that requirement.
Georgia requires voters to be residents of the State and county where they register and intend to vote. Your residency address is the place where your habitation is “fixed,” without a present intention to leave. Voting residency therefore requires both physical presence and the intent to remain.
At School. If you move to a school address in Georgia with the intent of making it your fixed home, you can establish voting residency in Georgia. If you move to a school address in Georgia, you can establish residency in Georgia if you have a present intention to remain at your Georgia school address for the time being, and intend to make it your principal home. An indefinite intention to move somewhere else at some future period will not prohibit you from establishing voting residency. Any other interpretation of the residency laws is unconstitutional. Likewise, any question or challenge made solely on the basis of your student or tuition status is invalid.
At Home. Students who lived in Georgia before moving to another state for school, and who wish to establish or keep their Georgia voting residency (i.e., at their parents’ address), should have no problem doing so unless they have already registered to vote in another state. Like most states, Georgia allows students to keep their voting residency even if they move out of the county or state to attend school. The only way you will lose this residency is if you “abandon” it by asserting residency in a new state. Registering to vote in another state and voting in another state will be considered abandonment of residency in Georgia. If you have established residency in another state and move back to Georgia with the intent to reside in Georgia, you will have to follow the normal registration procedures to re-register in Georgia.
Challenges to Residency. If the county board of registrars finds that you are ineligible to register to vote on the basis of residency, you will be notified by mail. Additionally, another voter can challenge your eligibility when you apply for registration. If another voter wants to challenge your registration, they have to do so in writing, giving specific grounds for the challenge. The burden is on the challenger to prove that you are ineligible. If your registration is questioned or challenged in either of the above ways, you will be given a hearing with at least three days’ notice where you can present evidence of your residency, and you can appeal the decision to a court within ten days after the decision is made.
Your eligibility can also be challenged by another voter before the election. The challenge must be made in writing and must be made before you vote. If you vote by absentee ballot, the challenge has to be made by 5:00 pm on the day before the election. If there is time before the polls close, the board of registrars will hear the challenge and make a determination to either allow you to vote or to remove your name from the list of electors. If there is not time before the polls close to hear the challenge, you can vote a challenged ballot and receive a full hearing after the election. If the challenge is denied, your vote will be counted. If the challenge is upheld, you can appeal that hearing to a court within ten days.
Voting in Georgia may be considered a declaration of residency, potentially making you subject to other Georgia laws governing residents.
All voters will be asked to show photo ID at the polls to vote a regular ballot. Acceptable forms of photo ID include a Georgia drivers’ license (which can be expired), a valid U.S. passport, a valid employee ID card from the federal or any level of Georgia government, a military ID, a tribal identification card, or any other photo ID card issued by any agency of any state government or the federal government. If you attend a public college or university in Georgia, you can use your student ID.
If you cannot show ID, you will have to vote a provisional ballot, which will be counted only if you provide one of the above forms of ID to your county registrar within three days after the election.
Any voter can vote absentee in Georgia, including first-time voters. You can request an absentee ballot online via email. The county board of registrars’ office must receive your absentee ballot by the close of the polls on Election Day.
First-time voters who registered by mail and whose identities have not been verified by the state will have to include a copy of ID with their absentee ballots. Acceptable ID includes one of the forms of photo ID listed above, or a current utility bill, bank statement, government check, paycheck, or other government document with your name and address on it.
You must apply to vote absentee separately for each election, including any run-off elections that follow a primary election.
As a convenience to voters, some counties in Georgia offer early voting through “advance voting” of an absentee ballot in person. Advance voting begins on the fourth Monday prior to the election and ends on the Friday before the election. You can check the Georgia Secretary of State’s website for the county-specific locations and hours of early voting.
Last Updated August 15, 2014.
 Ga. Code Ann. § 21-2-216(c).
 Ga. Code Ann. § 21-2-224(a).
 Ga. Code Ann. § 21-2-224(c).
 Ga. Code Ann. § 21-2-216(g).
 Ga. Code Ann. § 21-2-216(a).
 Ga. Code Ann. § 21-2-217.
 Ga. Code Ann. § 21-2-217(a)(1).
 Clark v. Hammock, 228 Ga. 157, 158 (1971) (quoting Smith v. Smith, 223 Ga. 551, 553 (1967)).
 See Dunn v. Blumstein, 405 U.S. 330, 330 (1972); Williams v. Salerno, 792 F.2d 323, 328 (2d Cir. 1986).
 Symm v. United States, 439 U.S. 1105, 99 S. Ct. 1006, 59 L. Ed. 2d 66 (1979).
 Ga. Code Ann. § 21-2-217(a)(2).
 Ga. Code Ann. § 21-2-217(a)(13).
 Ga. Code Ann. § 21-2-226(d).
 Ga. Code Ann. § 21-2-229(a).
 Ga. Code Ann. § 21-2-229(c).
 Ga. Code Ann. §§ 21-2-228(d) (hearing when the routine reassessment of voter rolls by the Board of Registers is undertaken); 21-2-229(b) (hearing when voter qualifications are specifically challenged).
 Ga. Code Ann. §§ 21-2-228(f); 21-2-229(e).
 Ga. Code Ann. § 21-2-230.
 Ga. Code Ann. § 21-2-230(a).
 Ga. Code Ann. § 21-2-230(h).
 Ga. Code Ann. § 21-2-230(i).
 Ga. Code Ann. §§ 21-2-230(i) (right of appeal from same-day challenges), 21-2-229(e) (procedure for appeal).
 Ga. Code Ann. §§ 40-5-20 (driver’s license); 40-2-20 (vehicle registration); 48-7-20 (income tax).
 Ga. Code Ann. § 21-2-417.
 Ga. Code Ann. § 21-2-417(a).
 Acceptable College Photo IDs, Ga. Sec’y of State, http://sos.ga.gov/admin/files/acceptableID.pdf. Students who attend private colleges or universities cannot use their student ID and must provide one of the other acceptable forms of ID. Id.
 Ga. Code Ann. § 21-2-417.1.
 Ga. Code Ann. § 21-2-417.1(e).
 Ga. Code Ann. § 21-2-417.1(f).
 Ga. Code Ann. §§ 21-2-417 (providing identification after Election Day), 21-2-419 (three day time limit).
 Ga. Code Ann. § 21-2-380(b).
 Ga. Code Ann. § 21-2-386(a)(1)(F).
 Ga. Code Ann. § 21-2-386(a)(1)(D).
 Ga. Code Ann. § 21-2-381(a)(1)(G).
 Ga. Code Ann. § 21-2-385(d)(1).
Residency and domicile, what do they mean, exactly?
Will voting affect your: Financial Aid?
What about your license or car registration?


text:
For the Petitioners: Daniel J. Berman, Esq.
For the Respondents: Fredrick L. Ramp, Esq.
Certified questions are decided by those constitutionally appointed justices who are not disqualified. Etscheit v. Adams, 6 FSM Intrm. 608, 609 (App. 1994).
The Constitution provides that the FSM Supreme Court Appellate Division may decide questions certified from state and local courts, not from the FSM Supreme Court Trial Division.
Etscheit v. Adams, 6 FSM Intrm. 608, 610 (App. 1994).
Certification is normally granted by the court that will be applying the guidance sought to its decision, not yet made, not by the court that is requested to hear the certified question. Etscheit v. Adams, 6 FSM Intrm. 608, 610 (App. 1994).
The general rule is that appellate review of a trial court is limited to final orders and judgments. However, certain interlocutory orders involving injunctions, receivers and receiverships, and interlocutory decrees determining rights and liabilities in admiralty cases, are reviewable in the appellate division. In exceptional cases, the extraordinary writs of mandamus or of prohibition may be issued to correct a trial court's decisions before final judgment. Appellate review may also be granted when the trial court has issued an order pursuant to Appellate Rule 5(a). Etscheit v. Adams, 6 FSM Intrm. 608, 610 (App. 1994).
"Direct" appeals to the appellate division have been limited to entire cases appealed from administrative agencies decisions. Etscheit v. Adams, 6 FSM Intrm. 608, 610 (App. 1994).
Plaintiffs petition us to have certain issues, already decided by the trial division of this court, certified to the FSM Supreme Court Appellate Division and have dates set for filing briefs and oral argument. Specifically, the petitioners ask that we rule now on the trial court's conclusion of law that an assignment of expectancy to one of the petitioners was invalid under section 4 of article XIII of the FSM Constitution. See Etscheit v. Adams, 6 FSM Intrm. 365, 382, 384 (Pon. 1994). Civil Action No. 1992-150 is still in the pre-trial phase before Justice Amaraich in the trial division. The respondents oppose the petition. We deny the petition because we have no jurisdiction to do as the petitioners ask.
Petitioners assert we have the authority to order this issue certified to the appellate division by applying the reasoning in Bernard's Retail Store & Wholesale v. Johnny, 4 FSM Intrm. 33, 34 (App. 1989) (an article XI, section 8 case) to article XI, section 7 of the Constitution. They also cite past cases in which we have allowed direct appeals.
Certified questions are decided by those constitutionally appointed justices who are not disqualified. Bernard's, 4 FSM Intrm. at 35 (constitutionally appointed justices decide whether to decide certified questions). Therefore, we, as the two remaining constitutionally-appointed FSM Supreme Court justices may decide whether to grant this petition.
We deny the petition for the reasons that follow.
The Constitution provides that the FSM Supreme Court Appellate Division may decide questions certified from state and local courts. FSM Const. art. XI, § 8. It does not provide for certification of questions from our own trial division to the appellate division. Bernard's involved questions certified from a state court. Its reasoning does not apply to the constitutional provision on appellate review, FSM Const. art. XI, § 7. Furthermore, certification is normally granted by the court that will be applying the guidance sought to its decision, not yet made, not by the court that is requested to hear the certified question.
Although what we have said suffices to dispose of this argument of the petitioners, we feel it our duty to determine if this petition is properly before us through some other avenue. The general rule is that appellate review of a trial court is limited to final orders and judgments. Melander v. Kosrae, 6 FSM Intrm. 257, 259 (App. 1993); Jano v. King, 5 FSM Intrm. 326, 329 (App. 1992); In re Main, 4 FSM Intrm. 255, 257 (App. 1990). There are few exceptions. Certain interlocutory orders involving injunctions, FSM App. R. 4(a)(1)(B), receivers and receiverships, FSM App. R. 4(a)(1)(C), and interlocutory decrees determining rights and liabilities in admiralty cases, FSM App. R. 4(a)(1)(D), are reviewable in the appellate division. None of these are involved in this petition. In exceptional cases, the extraordinary writs of mandamus or of prohibition may be issued to correct a trial court's decisions before final judgment. See, e.g., Senda v. Trial Division, 6 FSM Intrm. 336, 338 (App. 1994); In re Main, 4 FSM Intrm. at 258; FSM App. R. 21. No extraordinary writ is sought, or indicated here.
The only other avenue for appellate review of the trial division's interlocutory decisions is by FSM Appellate Rule 5(a). That Rule requires that before the remaining article XI, section 3 (constitutionally-appointed) justices can decide whether to permit the appeal there must first be an order of the trial division justice stating that he is of the opinion that the issue to be appealed "involves a controlling question of law as to which there is a substantial ground for difference of opinion and that an immediate appeal from the order may materially advance the termination of the litigation." FSM App. R. 5(a). Cf. Lonno v. Trust Territory (II), 1 FSM Intrm. 75, 77 (Kos. 1982). There is no such order of the trial justice in this instance.1 We therefore cannot grant appellate review pursuant to Rule 5(a).
Petitioners also argue that direct appeals have been granted in the FSM Supreme Court in various other matters. These cases all involved appeals of an entire case from an administrative agency. See, e.g., Robert v. Mori, 6 FSM Intrm. 394, 397 (App. 1994) (direct appeal involving issue of extreme time sensitivity and of national importance that ultimately would have to be decided by the appellate division allowed from agency decision); Aten v. National Election Comm'r (II), 6 FSM Intrm. 74 (App. 1993) (statute, 9 F.S.M.C. 903, authorized direct appeal); see also Moroni v. Secretary of Resources & Dev., 6 FSM Intrm. 137 (App. 1993) (denial of direct appeal; review of previous cases where direct appeals allowed from administrative agency decisions). None of these cases are applicable to the petitioners' situation.
Because we have no authority to grant the petition for certification we must deny it.
1. The petitioners did seek such an order from the trial justice and were denied.

matches:
v.
v.
v.
v.
v.
v.
v.
§ 8
§ 7
v.
v.
v.
v.
v.
v.
v.


text:
G.R. No. L-23563 May 8, 1969 - CRISTINA SOTTO v. HERNANI MIJARES, ET AL.
G.R. No. L-24023 May 8, 1969 - IN RE: PESSUMAL BHROJRAJ v. REPUBLIC OF THE PHIL.
G.R. No. L-26982 May 8, 1969 - ROSALINDA MATIAS v. REPUBLIC OF THE PHIL.
G.R. No. L-29661 May 13, 1969 - BASILIO M. PINEDA v. JOVITO O. CLAUDIO, ET AL.
G.R. No. L-26700 May 15, 1969 - MALAYAN INSURANCE CO., INC. v. MANILA PORT SERVICE, ET AL.
G.R. No. L-4974-78 May 16, 1969 - PEOPLE OF THE PHIL. v. JOSE LAVA, ET AL.
G.R. No. L-23788 May 16, 1969 - UNIVERSAL MOTORS CORPORATION v. DY HIAN TAT, ET AL.
G.R. Nos. L-27463, 27503 & 27504 May 16, 1969 - NATIONAL WATERWORKS & SEWERAGE AUTHORITY v. NWSA CONSOLIDATED UNION, ET AL.
G.R. No. L-26491 May 20, 1969 - PEOPLE OF THE PHIL. v. PASTOR TAPAC, ET AL.
G.R. No. L-18690 May 21, 1969 - RODOLFO V. BAUTISTA v. COURT OF APPEALS, ET AL.
G.R. No. L-19890 May 21, 1969 - SOSTENES CAMPILLO v. PHILIPPINE NATIONAL BANK, ET AL.
G.R. No. L-22351 May 21, 1969 - ESTEBAN GARANCIANG, ET AL. v. CATALINO GARANCIANG, ET AL.
G.R. No. L-22487 May 21, 1969 - ASUNCION ATILANO, ET AL. v. LADISLAO ATILANO, ET AL.
G.R. No. L-22490 May 21, 1969 - GAN TION v. COURT OF APPEALS, ET AL.
G.R. No. L-22581 May 21, 1969 - COMMISSIONER OF IMMIGRATION v. JUAN GO TIENG, ET AL.
G.R. No. L-23138 May 21, 1969 - ARMANDO LIM v. COURT OF APPEALS, ET AL.
G.R. No. L-26241 May 21, 1969 - PEOPLE OF THE PHIL. v. JOSE VICENTE, ET AL.
G.R. No. L-26454 May 21, 1969 - BASILIO ASIROT, ET AL. v. DOLORES LIM VDA. DE RODRIGUEZ, ET AL.
G.R. No. L-23966 May 22, 1969 - BENJAMIN A. GRAY v. JACOBO S. DE VERA, ET AL.
G.R. No. L-24739 May 22, 1969 - ADELA ONGSIACO VDA. DE CLEMEÑA, ET AL. v. AGUSTIN ENGRACIO CLEMEÑA, ET AL.
G.R. No. L-25446 May 22, 1969 - AMBROSIO SALUD v. EXECUTIVE SECRETARY TO THE PRESIDENT, ET AL.
G.R. No. L-25665 May 22, 1969 - VICTORIAS MILLING CO., INC. v. WORKMEN’S COMPENSATION COMMISSION, ET AL.
G.R. No. L-25949 May 22, 1969 - BERNARDO O. SALAZAR v. EMILIANA LIBRES DE CASTRODES, ET AL.
G.R. No. L-27907 May 22, 1969 - LA CAMPANA FOOD PRODUCTS, INC., ET AL. v. COURT OF INDUSTRIAL RELATIONS, ET AL.
G.R. No. L-23315 May 26, 1969 - DESIDERIO S. RALLON v. PACIFICO RUIZ, JR., ET AL.
G.R. No. L-25018 May 26, 1969 - ARSENIO PASCUAL, JR. v. BOARD OF MEDICAL EXAMINERS, ET AL.
G.R. No. L-25721 May 26, 1969 - MISAEL VERA, ET AL. v. FRANCISCO ARCA, ET AL.
G.R. No. L-23275 May 29, 1969 - VICENTE CARBAJAL, ET AL. v. PONCIANA DIOLOLA, ET AL.
G.R. No. L-26979 May 29, 1969 - INSURANCE COMPANY OF NORTH AMERICA v. REPUBLIC OF THE PHIL.
G.R. No. L-27267 May 29, 1969 - PEOPLE OF THE PHIL. v. DIOSDADO DE ATRAS, ET AL.
G.R. No. L-20571 May 30, 1969 - CARMEN YTURRALDE, ET AL. v. MARIANO VAGILIDAD, ET AL.
G.R. No. L-22158 May 30, 1969 - NENITA YTURRALDE v. RAYMUNDO AZURIN, ET AL.
G.R. No. L-24819 May 30, 1969 - ANDRES PASCUAL v. PEDRO DE LA CRUZ, ET AL.
G.R. No. L-27234 May 30, 1969 - LEONORA T. ROXAS v. PEDRO DINGLASAN, ET AL.
G.R. No. L-27692 May 30, 1969 - NATIONAL DEVELOPMENT COMPANY v. WORKMEN’S COMPENSATION COMMISSION, ET AL.
G.R. No. L-25815 May 31, 1969 - PEOPLE OF THE PHIL. v. RAMON GOMEZ, ET AL.

matches: v. v. v. v. v. v. v. v. v. V. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v. v.


text:
We report ultrashort pulse delivery through a hypocycloid-core inhibited-coupling Kagome hollow-core photonic crystal fiber (HC-PCF). Undistorted 10 fs and 6.6 nJ pulses were launched through 1 m long fiber without fiber dispersion pre-compensation and 80% efficiency. The performance of this technology for biomedical imaging is demonstrated on a biological sample by incorporating the fiber into a two-photon excited fluorescence (TPEF) laser scanning microscope (LSM) achieving a pulse width of 15 fs at the sample location. To the best of our knowledge, this is the first report on undistorted TPEF imaging in a LSM with 15 fs pulses delivered through a 1 m long Kagome HC-PCF with high throughput.
W. R. Zipfel, R. M. Williams, and W. W. Webb, Nat. Biotechnol. 21, 1369 (2003).
W. Denk, J. H. Strickler, and W. W. Webb, Science 248, 73 (1990).
H. Choi and P. T. C. So, Sci. Rep. 4, 6626 (2014).
P. Xi, Y. Andegeko, L. R. Weisel, V. V. Lozovoy, and M. Dantus, Opt. Commun. 281, 1841 (2008).
I. Pastirk, J. M. D. Cruz, K. A. Walowicz, V. V. Lozovoy, and M. Dantus, Opt. Express 11, 1695 (2003).
J. M. D. Cruz, I. Pastirk, M. Comstock, V. V. Lozovoy, and M. Dantus, Proc. Natl. Acad. Sci. USA 101, 16996 (2004).
W. Liang, G. Hall, B. Messerschmidt, M.-J. Li, and X. Li, Light: Sci. Appl. 6, e17082 (2017).
S. W. Clark, F. O. Ilday, and F. W. Wise, Opt. Lett. 26, 1320 (2001).
A. M. Larson and A. T. Yeh, Opt. Express 16, 14723 (2008).
W. R. Zipfel, R. M. Williams, R. Christie, A. Y. Nikitin, B. T. Hyman, and W. W. Webb, Proc. Natl. Acad. Sci. USA 100, 7075 (2003).
F. Helmchen, D. W. Tank, and W. Denk, Appl. Opt. 41, 2930 (2002).
G. P. Agrawal, Nonlinear Fiber Optics, 5th ed. (Elsevier/Academic, 2013).
R. Wolleschensky, T. Feurer, R. Sauerbrey, and U. Simon, Appl. Phys. B 67, 87 (1998).
D. G. Ouzounov, K. D. Moll, M. A. Foster, W. R. Zipfel, W. W. Webb, and A. L. Gaeta, Opt. Lett. 27, 1513 (2002).
C. Lefort, M. Kalashyan, G. Ducourthial, T. Mansuryan, R. P. O’Connor, and F. Louradour, J. Opt. Soc. Am. B 31, 2317 (2014).
C. Lefort, T. Mansuryan, F. Louradour, and A. Barthelemy, Opt. Lett. 36, 292 (2011).
F. G. Omenetto, A. J. Taylor, M. D. Moores, and D. H. Reitze, Opt. Lett. 26, 938 (2001).
N. Cregan, N. Mangan, N. Knight, N. Birks, N. Russell, N. Roberts, and N. Allan, Science (New York) 285, 1537 (1999).
D. G. Ouzounov, F. R. Ahmad, D. Müller, N. Venkataraman, M. T. Gallagher, M. G. Thomas, J. Silcox, K. W. Koch, and A. L. Gaeta, Science (New York) 301, 1702 (2003).
F. Luan, J. Knight, P. Russell, S. Campbell, D. Xiao, D. Reid, B. Mangan, D. Williams, and P. Roberts, Opt. Express 12, 835(2004).
Y. Y. Wang, X. Peng, M. Alharbi, C. F. Dutin, T. D. Bradley, F. Gérôme, M. Mielke, T. Booth, and F. Benabid, Opt. Lett. 37, 3111 (2012).
F. Benabid, J. C. Knight, G. Antonopoulos, and P. S. J. Russell, Science (New York) 298, 399 (2002).
F. Couny, F. Benabid, P. J. Roberts, P. S. Light, and M. G. Raymer, Science (New York) 318, 1118 (2007).
B. Debord, M. Alharbi, L. Vincetti, A. Husakou, C. Fourcade-Dutin, C. Hoenninger, E. Mottay, F. Gérôme, and F. Benabid, Opt. Express 22, 10735 (2014).
J. S. Skibina, R. Iliew, J. Bethge, M. Bock, D. Fischer, V. I. Beloglasov, R. Wedell, and G. Steinmeyer, Nat. Photonics 2, 679 (2008).
Y. Y. Wang, N. V. Wheeler, F. Couny, P. J. Roberts, and F. Benabid, Opt. Lett. 36, 669 (2011).
B. Debord, M. Alharbi, T. Bradley, C. Fourcade-Dutin, Y. Y. Wang, L. Vincetti, F. Gérôme, and F. Benabid, Opt. Express 21, 28597 (2013).
M. Andreana, T. Le, A. K. Hansen, A. J. Verhoef, O. B. Jensen, P. E. Andersen, P. Slezak, W. Drexler, A. Fernández, and A. Unterhuber, J. Biomed. Opt. 22, 091517 (2017).
M. Balu, G. Liu, Z. Chen, B. J. Tromberg, and E. O. Potma, Opt. Express 18, 2380 (2010).
B. Resan, R. Auchli, V. Villamaina, and R. Holtz, Opt. Express 25, 24553 (2017).
A. Lombardini, V. Mytskaniuk, S. Sivankutty, E. R. Andresen, X. Chen, J. Wenger, M. Fabert, N. Joly, F. Louradour, A. Kudlinski, and H. Rigneault, Light: Sci. Appl. 7, 10 (2018).
Fig. 1. Experimental setup used for characterization of the Kagome HC fiber and for imaging. CM1 and CM2, chirped mirror (CM2 is used to compensate for dispersion introduced by the LSM); W, wedges; λ / 2 , half-wave plate; PBS, polarization beam splitter; L1-2, lenses; GS, galvanometric scanning mirrors; 4 f , scan and tube lenses in a 4 f telecentric configuration; DM1-2, dichroic mirror; BPF1-2, bandpass filters; PMT1-2, photomultiplier tubes. Inset, output spectrum of Ti:sapphire laser. A and B indicate the points where the laser pulse duration has been measured.
Fig. 2. (a) Measured spectra before (gray) and after propagation through 1 m of IC Kagome HC PCF (black dotted). (b) IAC indicating the pulse duration at the sample plane in the LSM (position B in Figure 1). (c) and (d) IAC traces from Ti:sapphire laser measured at position A in Fig. 1 without (c) and with inserted fiber (d).
Fig. 3. Mouse intestine section: merged TPEF image ( 256 × 256 pixels) showing the mucus of goblet cells (AlexaFluor350, red) and the filamentous actin prevalent in the brush border (AlexaFluor560, green).

matches: V. V. V. V. V. V. V.