California Corporate & Securities Law

When a corporation is formed under the California General Corporation Law, an incorporator (or incorporators) signs the initial articles of incorporation and files them with the California Secretary of State. Corporations Code § 200(a). The articles...

Recently, I spoke at an "essentials" program presented by the Society of Corporate Secretaries and Governance Professionals. I was asked to speak on "what is corporate governance"? In my view, practitioners are so caught up in the details of...

One of the jobs of an inspector of election is to determine the validity and effect of proxies.  See, e.g., Cal. Corp. Code § 707(b) and 8 Del. Code § 231(b)(2). However, the validity and effect of proxies will depend upon state law. I'm guessing...

The August 2011 Monthly Bulletin published by the Department of Financial Institutions recently arrived in my inbox. One article caught my eye and caused me to revisit the status of state regulation of the offer and sale of bank securities in light...

In two earlier posts, I wrote about why the Commissioner's certification of a national securities exchange pursuant to Corporations Code § 25100(o) still matters. Today, I discuss yet another reason why certification continues to be relevant. This...

The Los Angeles Times recently published this story about an Idaho man who shot and killed a grizzly bear on his property where his children were playing. Since the grizzly bear is a threatened species, the U.S. Attorney filed an information...

Some of you may recall the consternation that arose when former Chancellor Chandler seemed to classify directors as agents of the shareholders.  Unisuper, Ltd. v. News Corp., No. 1699 (Del. Ch. Dec. 20, 2005) (“the board’s power—which is that of an...

The big news at the Securities and Exchange Commission last week was that it would not seek to overturn the D.C. Court of Appeals' decision vacating Rule 14a-11 (See D.C. Circuit Delivers Harsh Judgment on SEC Rule 14a-11 and Business Roundtable v....

In the last two posts, I've been discussing standardized options trading. Today, I address the question of whether persons engaged in the regular business of issuing options may fall within the definition of a "broker-dealer" for purposes of the...