California Corporate & Securities Law

Yesterday's post discussed why proxy advisory firms are likely to meet the definition of "investment adviser" under the Investment Advisers Act of 1940. I noted that some proxy advisory firms, such as ISS and Marco Consulting Group, Inc., have, in...

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as investment advisers. I...

I've railed against the lack of analytical clarity with respect to so-called "majority vote" regimes. See Jeremy Bentham – Present But Not Voting.

Last November, Judge James P. Kleinberg of the Santa Clara Superior Court in San Jose, California ruled on motions for summary judgment in a case brought by former employees of a management company that had been retained by the general partner of...

A recent unpublished opinion by Justice William W. Bedsworth set me to cogitating on the status of commodities under the Corporate Securities Law of 1968.  In Kelly v. Monex Co., 2013 Cal. App. Unpub. LEXIS 5903 (Aug. 21, 2013), the plaintiff had...

I've prophesized at some length about the looming catastrophe that is the California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. My problem isn't with the RULLCA itself, but with the transition being forced on...

Until two years ago, determining whether a company was "doing business" in California depended upon whether it was "actively engaging in any transaction for the purpose of financial or pecuniary gain or profit". Cal. Rev. & Tax. Code § 23101. While...

As an erstwhile player of the five-string banjo, I'm a big fan of Bluegrass music.  One of my favorite songs is the rueful "Highway of Sorrow" as performed by the great flat pick guitar player Doc Watson.  The song includes these mournful lines:

On Monday, CalPERS released its annual CalPERS for California 2012 report. The report provides some interesting data about the size and nature of CalPERS investments. According to the report, CalPERS invests in 664 public companies headquartered in...