Yesterday, the California Court of Appeal issued an opinion addressing two important questions involving the liability of corporations and promoters Cleveland v. Johnson, Cal. Ct. of Appeal Case No. B233762 (Oct. 11, 2012). The facts of the case are...
Recent Posts
I've been attending (and speaking as a panelist at) the National Association of Stock Plan Professionals (NASPP). One of the panels discussed the important, but arcane topic of state unclaimed property (aka escheat) laws. Coincidentally, Volume 5,...
I've been attending the 7th Annual Proxy Disclosure Conference sponsored by CompensationStandards.com & TheCorporateCounsel.net. One of the topics of this very comprehensive program has been the SEC's requirement that companies disclose their...
Practitioners who deal with multi-member commissions and boards here in California are likely to have heard of this state's open-meeting law - The Bagley-Keene Open Meeting Act, Government Code Sections 11120-11132. The Act includes a surprisingly...
If you incorporate a corporation in Nevada, you will be required to file an annual list of officers and directors with the Nevada Secretary of State. NRS 78.150(c). There is nothing terribly unusual about this. California has a similar requirement....
In Monday's post, I quoted Justice Antonin Scalia and Bryan Garner quoting Jeremy Bentham. Although Bentham studied, wrote about and criticized the law, he did not practice it. He is most famously known for his association with the doctrine of...
When it comes to challenging the status quo of securities regulation, Bulldog Investors lives up to its name. In 2006, Bulldog's principal, Phillip Goldstein, successfully challenged the Securities and Exchange Commission's hedge fund rule. ...
In Section 201(a)(1) of the Jumpstart Our Business Startups (JOBS) Act, Congress ordered the Securities and Exchange Commission to amend Regulation D to permit general solicitation or general advertising in offerings made under Rule 506, provided...
When Congress says that an agency "shall" adopt a rule, is there any room for discretion on the part of the agency? That was the question for U.S. District Court Judge Robert L. Wilkins in International Swaps & Derivatives Ass'n v. U.S. Commodity...
.png?width=100&height=100&name=corporate_law_blogs%20(1).png)