California Corporate & Securities Law

Earlier this week, the Commissioner of Corporations issued additional proposed changes to Rule 260.204.9.  As explained in this post, the Commissioner extended the current version of that rule until July 12 of this year. 

In this recent post, I discussed a petition submitted by Professor Lucian Bebchuk and nine other academics asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate...

I've often heard the claim that one reason to incorporate in Delaware is that the courts won't surprise you.  When I hear this, I recall the surprise, and even outrage, in the aftermath of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) .  See, e.g., ...

Is a corporation required to have bylaws?  I expect that many attorneys consider anyone who thinks bylaws are not required to be benighted at best.

Section 12(g)(1) of the Securities Exchange Act previously required issuers with total assets of $10 million and a class of equity securities held of record by 500 or more persons to register the security with the Securities and Exchange Commission....

Lawsuits against directors can seem very one-sided with the plaintiffs starting at bat and never having to take to the field to play defense. This may be changing as a result of a very significant decision issued last Friday by the Second District...

In March, the Board of Administration of the California Public Employees Retirement System (CalPERS) initiated the process for the adoption of proposed regulations on personal trading by Board members, executives and various employees. The comment...

The Securities and Exchange Commission makes available on its website information on how members of the public may request that the Commission issue, amend or repeal a rule of general application. Not too many people take advantage of this right....

In this post from June 4, I asked related how the author known as Lewis Carroll had written Alice’s Adventures in Wonderland at the urging of the Alice Liddell, the daughter of the famed lexicographer Henry George Liddell. I ended by noting that...