California Corporate & Securities Law

Corporations Code Section 1500 establishes the basic rules governing corporate minutes. The statute requires California corporations to "keep minutes of the proceedings of its shareholders, board and committees of the board". It also requires that...

A Job Well Done

Interpretive Opinions

CalPERS' Domestic Principles of Accountable Corporate Governance (United States) unequivocally assert:

Anyone who has picked up a prospectus or a private placement memorandum has undoubtedly seen, if not read, various legends and other warnings.  Recently, I came across the following legend in an offering document:

Proxy Access Meets Private Ordering

In an earlier post, I wrote about the ambiguity that inheres in the use of the word "shall".  In researching the topic, I discovered that last fall, President Barack Obama signed the "Plain Writing Act of 2010" into law. Ironically, the Act requires...

In November, the U.S. House of Represantatives passed the Entrepreneur Access to Capital Act, HR 2930, to create a new exemption under the Securities Act of 1933 for "crowdfunding" meeting specified conditions. About the same time, the U.S. Senate...

In 2007, a California Court of Appeal upheld the convictions of two officers/directors for engaging in unlicensed broker-dealer activity in violation of Corporations Code Section 25210.  People v. Cole, 156 Cal. App. 4th 452 (2007). Neither...