Last year, the Senator Mark DeSaulnier introduced SB 1463 to provide for an entirely new form of entity - the flexible purpose corporation. SB 1463 did not move forward and died at the end of the 2009-2010 legislative biennium. With the deadline for...
Recent Posts
Last Friday, I wrote in this post about mandatory indemnification of agents pursuant to California Corporations Code § 317(d). California's neighbor to the East, Nevada, also requires indemnification of agents in much the same terms as California....
In this post, Broc Romanek declares the new federal conflict minerals disclosure requirement to be the "Dodd-Frank sleeper". Here in California, I think the "sleeper" of its 2009-2010 legislative session is the California Transparency in Supply...
Suppose you are sued and win. Then, your luck runs out with your spouse and your last, best friend. To make matters worse, you've run up big legal fees but have no insurance and no indemnification agreement. Moreover, no statute and no agreement...
In yesterday's post, I make the point that the Dodd-Frank Act requires issuers to include a resolution in their proxy statement regarding the frequency of say-on-pay advisory votes. Because the vote on this resolution is advisory only, some issuers...
In reviewing recent proxy statement filings with the Securites and Exchange Commission, I've noted a great deal of confusion regarding the vote required for approval of the newly mandated advisory resolution on the frequency of shareholder votes on...
More than a year ago, I petitioned the California Public Employees Retirement System to adopt placement agent disclosure regulations in accordance with the California Administrative Procedure Act. Last Friday, the California Office of Administrative...
In recent weeks, a number of stories have appeared in the press regarding "reverse mergers" involving shell corporations and Chinese companies. For example, Joshua Gallu wrote this story for Bloomberg last December.
Earlier this week, Shelly Banjo wrote this story for The Wall Street Journal about religious facilities that are unable to meet their debt obligations. Ms. Banjo notes that many religious groups have relied on bond financing to acquire, build or...
