California Corporate & Securities Law

It seems that there are now podcasts for every taste and interest.  Earlier this month, the North American Securities Administrators Association announced the introduction of Real Life Regulators a podcast series that brings "true crime stories...

In Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008), the California Supreme Court held that covenants not to compete were "invalid under section 16600 in California, even if narrowly drawn, unless they fall within the applicable statutory...

California's new law, AB 5, broadens the definition of "employee" by adopting the so-called A-B-C test for employment status.  Recently, I commented on the possible ramifications of classification of outside directors as employees.  AB 5 is rife...

The Securities and Exchange Commission provides links to various federal securities laws, including the following:

"See the full text of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010."

Clicking on this link, however, does not...

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons.  Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent.  In determining independence,...

Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the world she shall go, will...

Last week, Governor Gavin Newsom delivered his proposed budget for California's 2020-2021 fiscal year.  The Governor is proposing to rename the Department of Business Oversight as the Department of Financial Protection and Innovation as of the...

Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names.  

"A Large part of California's business naming problem is due to the fact that the Legislature has enacted...

The Securities and Exchange Commission is trying for the third time to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers.  In that Act, Congress...

In 2014, Kimberly-Clark Corporation, a Delaware corporation, spun off Halyard Health, Inc., a Delaware corporation, pursuant to a distribution agreement.  The distribution agreement required Halyard to indemnify Kimberly-Clark against certain...