California Corporate & Securities Law

The California General Corporation Law unequivocally authorizes the giving of notice of stockholder meetings by electronic transmission. Section 601(b) provides "Notice of a shareholders’ meeting or any report shall be given personally, by...

Yesterday's post concerned waivers of notice of shareholders' meetings under Section 602 of the California Corporations Code. Although not required to do so, corporate bylaws often parrot the statute. One popular guidebook, for example, includes the...

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote. Cal. Corp. Code § 601(a) However, if notice...

When I served as California's Commissioner of Corporations, Internet commerce was just finding its legs and we were concerned about how to apply the Corporate Securities Law to this new technology. For state regulators, the challenge has been how to...

The following story is fiction.  It was imagined following the SEC's recently settled action against KBR, Inc.

Recently, I've been reading about the Greek playwright Euripides. It is said that Socrates rarely attended plays, but never missed a play by Euripides. Technology has changed dramatically since the fifth century B.C.E., but it seems that some things...

It's easy to be annoyed by the SEC's failure to comply with clear statutory mandates.  However, not everyone is longanimous.  Oxfam America, for example, has moved beyond irritation to litigation. See Oxfam America Sues The SEC (Again) For Dilatory...

Nearly two years ago, I wrote about a Securities and Exchange Commission enforcement action against a penny stock promoter in San Diego.  There's nothing particularly unusual about the SEC targeting penny stock fraud. What made this case interesting...

The Jewish holiday of Passover begins at sundown this evening.  In preparation for Passover, observant Jews must dispose of absolutely all chametz,which is basically any food that is made with grain and water that has been allowed to leaven (rise)....