California Corporate & Securities Law

In previous blogs, I've noted the appearance of two new types of California corporations - the flexible purpose corporation and the benefit corporation. Because the laws creating both of these forms took effect on January 1, organizers have been...

No one puts a choice of law provision at the beginning of a contract. They are nearly always relegated to the boilerplate provision at the end. This placement often belies their critical importance. Cases are lost or won on the basis of the choice...

Recent court decisions have faulted the Securities and Exchange Commission for failing to assess adequately the economic impact of proposed regulations. Last year, the U.S. Circuit Court of Appeals spared no words in its assessment of the SEC's...

Last December, I wrote this post concerning the Commissioner's proposed amendments to Rule 260.204.9.   This rule provides an exemption from registration for investment advisers to certain private funds. The rule as currently in effect was adopted as...

Are corporations "persons"? The California Corporations Code answers this question quite directly in Section 18 which defines "person" as including corporations and natural persons. The Corporate Securities Law of 1968 goes even further - defining...

Before being named to the U.S. Supreme Court, Justice Louis D. Brandeis wrote an influential series of articles for Harpers Weekly magazine. Eventually, these articles were collected and published under the title "Other People's Money--and How the...

I've previously written about California's on-line database for securities filings which is known as Cal-EASI (See "California's Big EASI").  Recently, I noticed what is very likely to be a record busting day for Section 25102(f) filings.

When taking a law school exam, you generally have some idea of the legal area being tested. If you show up for a final exam in contracts, you wouldn't expect to be questioned about criminal procedure. Unfortunately, subject areas are not so clearly...

Today, Forbes.com ran my Op/Ed on ISS' recent decision to adopt a one-size-fits-all approach to recommendations on shareholder proposals with respect to political spending disclosures.