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...
Recent Posts
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...
In yesterday's post, I discussed secondary trading of standardized options and noted that the SEC has taken the position that in the case of standardized options the issuer is The Options Clearing Corporation. This leads to the question of whether...
A securities call option is a derivative security representing the right, but not the obligation, to acquire an underlying security. When the person selling an option is also the issuer of the underlying security, then there is no question that that...
Chapter 5 of the Corporations Code establishes various limitations on distributions by California corporations. The term "distributions to its shareholders" is itself defined in Section 166. The question of appropriate limitations on dividends and...
A Friday Miscellany
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