Rule 14a-4 requires, among other things, that a form of proxy "identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the...
Recent Posts
Covenants not to compete have been in legislative disfavor in California since 1872. This animus is currently codified at Section 16600 of the Business and Professions Code which provides that with certain statutory exceptions "every contract by...
It is not uncommon for a release to include not just the released party but affiliates of the released party. I suspect that it is far less common for a release agreement to actually define what is meant by "affiliate". Such was the case in Cacique,...
Last March, I pointed out that Corporations Code Section 107 prohibits any corporation, flexible purpose corporation, association or individual from issuing or putting in circulation, as money, anything but the lawful money of the United States....
Should companies look into the driving records of the CEOs that they hire? Robert H. Davidson, Aiyesha Dey, and Abbie Smith answer that question in a forthcoming Journal of Economics paper. These authors examined a sample of SEC Accounting and...
Recently, I was working on a registration statement on Form S-3 and I happened to notice the following jarring juxtaposition in the instructions on the cover page:
I was completely nonplussed when I saw this brief filed by 44 law professors in the appeal now pending before the U.S. Supreme Court in Sebelius v. Hobby Lobby Stores, Inc., Case No. 13-354. I was shocked because the brief constitutes a frontal...
Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to "M&A Brokers". Here in California, the legislature is considering a bill, AB 713 (Wagner) that would exclude "finders" from the...
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