Bylaw Notice Requirements - "Return to Sender, Address Unknown. No Such Number, No Such Zone."

Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission.  I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc....

Something Is Missing From Section 1203

In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a "reorganization" or sale of...

Appearances Matter According To ISS' Proxy Voting Guidelines

Last month, Institutional Shareholder Services published its Americas 2022 Proxy Voting Guidelines.  As part of its updated guidelines, ISS has removed the "grace" period for board diversity so that its policy now reads as follows:

Pioche Justice And Fraud, Waste & Abuse

Last week, I mentioned my recent visit to Pioche, Nevada.  Founded in the late 1800s, the town's early years were marked by an extraordinary level of violence.  Although unincorporated, the town remains the county seat of Lincoln County.  As the...

No File Number, No Filing

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A). ...

SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...

Governor Proposes To Increase In DFPI Spending

Yesterday, Governor Gavin Newsom met the constitutional deadline for submitting a proposed budget.  Cal. Const. Art. IV, § 12(a).  The release of the budget kicks of a prolonged legislative process.  In the next several weeks, the budget committee...

Will California's Proposed Corporate Climate Accountability Act Harrow Small Businesses?

Last March, I took note of SB 260, a bill that would enact the California Corporate Climate Accountability Act.  If enacted, the CCAA would require the State Air Resources Board to promulgate regulations requiring greenhouse gas emission disclosures...

Dodge v. Ford Motor Co. May Still Be "Good Law" In Michigan, But What About California?

Professor Stephen Bainbridge recently controverted the following assertion that Dodge v. Ford Motor Co. does not represent the law of Michigan: 

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