California Corporate & Securities Law

This is as an easy mistake to make. I say so because I've made it more than once. The name of the landmark Depression era legislation regulating our national securities markets is the Securities Exchange Act of 1934; the name of the regulator is the...

I wonder if I'm alone in being completely mystified by the following instruction that appears on the cover page of the SEC's Form 10-K:

Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff "to review the rule...

Last week, the Securities and Exchange Commission announced that it is proposing new rules requiring "disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity...

Since 2003, the California Attorney General has been required to maintain "a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of...

Yesterday, Broc Romanek wrote about the joint dissent issued by Commissioners Daniel M. Gallagher and Michael S. Piwowar with respect to the Commission's recent adoption of Regulation SBSR which requires regulatory reporting of security-based swap...

The Investment Committee of CalPERS' Board of Administration will meet next Tuesday. The committee, which is comprised of all 13 members of the Board of Administration, is responsible for, among other things, investment strategies and policies. On...

Last April, I warned that October 1, 2014 would be a critical day for directors of Nevada corporations.  See Why October 1, 2014 Is An Important Date For Management Persons Of Nevada Entities.  Now, we have a case giving proof to my warning.  Advanced...

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries. Why, for example, did the legislature deem it necessary to change the default rules with respect...