California Corporate & Securities Law

At a meeting last week, the Policy Subcommittee of the Investment Committee of CalPERS' Board of Administration considered amendments to CalPERS' Global Principles of Corporate Governance.  CalPERS uses these principles as the framework for its proxy...

We all have a sense of how voting should work. Voting, however, is a very complicated subject and one in which errors are frequently made. Companies may incorrectly describe the vote required, misstate the effects of broker non-votes, or incorrectly...

Many rich people establish "family offices" to provide investment advisory services to family members. Section 409 of the Dodd-Frank Act excludes "family offices" from the definition of "investment adviser" under the Investment Advisers Act of 1940....

Department of Corporations Letter To Midsized Firms

The Riddle of the Sphinx

As discussed in this post from last week, Governor Brown has signed into law two bills that each allow for-profit corporations to have purposes that have been historically pursued by non-proft corporations.  AB 361 (Huffman) adds a new part to the...

With political controversy swirling around the federal government's energy loan guaranty program, many may not realize that California has its own loan guaranty program.  The California Pollution Control Financing Authority administers the California...

If you ask a corporate law attorney about indemnification of officers and other corporate agents, she will likely steer you to Corporations Code § 317. Ask an employment law attorney the same question, and she will likely refer you to Labor Code §...

Two score and eight years ago, the California legislature enacted AB 836 (Frew), Stats. 1963, ch. 1088. That legislation requires employers who pay their employees for services in California through commissions to provide those employees with a...