California Corporate & Securities Law

Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California. I emphasized that the CGCL defines the terms "corporation", "domestic...

The Securities and Exchange Commission's proposed rules take a hard line against issuers indemnifying executives against clawbacks:

In proposing the clawback rules for stock exchanges mandated by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission evinces little regard for contrary provisions in existing...

In proposing incentive compensation clawback rules, the Securities and Exchange Commission studiously ignored any constitutional restraints on its actions.  Buried in the 198-page proposal is this chilling assertion:

The Securities and Exchange Commission began the month by issuing proposed rules that would direct national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to...

On June 2, 1897, the New York Journal famously quoted Samuel Clemens (aka Mark Twain) as saying "The report of my death was an exaggeration".   This widely quoted (and misquoted) denial was a riposte to a story that appeared the day before in the New...

This blog is devoted to corporate and securities law issues.  Therefore I refrain from venturing into other are topics even though they touch upon lawyers and lawyering.  Lawyers, however, can learn a lot about trial conduct by reading Justice William...

Nearly four years ago, I devoted this post about California's Unincorporated Association Law. Typically, an unincorporated association is a club, church, or other social organization. A criminal street gang might also be an unincorporated...

California Corporations Code Section 2011 provides that causes of action against a dissolved corporation, whether arising before or after dissolution, may be enforced against its shareholders if any of the assets of the corporation have been...