California Corporate & Securities Law

Several prior posts have discussed California's whistleblower protection statute - Labor Code Section 1102.5.  See Court Extends California Whistleblower Protection To Third Party Violations; Can A Whistleblower Disclose What Has Already Been...

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering within the meaning of...

When disclosure is not mandated, companies must confront the question whether to disclose or not disclose. Some may hold that issuers minimize the risk of securities litigation by making early and voluntary disclosures. By doing so, they cabin a...

The 2014 Budget Act requires the Department of Business Oversight to provide a report on its broker-dealer/investment adviser program to the the Legislature and the Department of Finance by January 10 of each year. While not exactly scintillating...

One doesn't normally think of corporations as being agencies of the United States government. However, the California Corporations Code conclusively presumes that some corporations are agencies and instrumentalities of the United States. To qualify...

John Jenkins at TheCorporateCounsel.net writes this morning about the Securities and Exchange Commission's announcement that it has filed a civil complaint against nine defendants for hacking the EDGAR system.  The SEC's complaint alleges that these...

Brett Kissel's mic died when he began to sing the national anthem at a 2017 Ducks/Oilers game in Edmonton.  The local fans, however, pitched in and loudly finished the U.S. national anthem. It seems that Canadians have concluded that their burning of...

"Adjourn" is derived from the Latin words "ad" and "diurnus", meaning "to" and "daily" (a diurnal flower opens only during the day). The word came into the English language through Old French "ajorner" ("soup du jour" is the soup of the day). Based...

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may only fill a vacancy created...