California Corporate & Securities Law

I've been highlighting some Rule 14a-8 no action letters concerning California Corporate law.  This March 14 post discussed an unsuccessful request to exclude a proposal relating to cumulative voting and this March 18 post covered a successful...

Yesterday, the Ninth Circuit Court of Appeals issued an opinion in a federal tax refund suit that spends a surprising amount of time discussing whether the plaintiff could be subject to suit under Section 16(b) of the Securities Exchange Act of 1934.

William Bedsworth is an Associate Justice of the California Court of Appeal, a former NHL goal judge, and a long-time columnist for the Orange County Lawyer. If you've never read his nationally syndicated, award winning, legal humor column, "A...

Yesterday, CalPERS and CalSTRS issued this joint press release announcing that they have commissioned The Corporate Library, a private business that is part of GovernanceMetrics International, to develop the Diverse Director Database. The Corporate...

California has codified various legal and equitable maxims in its Civil Code. However, a quick read of some of these maxims leaves one wondering whether the legislature has simply codified the sayings of Yoda.

Last week, I attended the 23^rd Annual Corporate Law Institute sponsored by Tulane University Law School. Here are some notes.

In 2009, the Securities and Exchange Commission amended Form 8-K to require reporting companies to report shareholder voting results within four business days.  How do shareholders in private companies get access to this information?

Yesterday, the California Court of Appeal issued a brief, yet interesting, opinion that addressed several questions of California corporate law, Monty v. Leis, Cal. Ct. of Appeal (Div. 6) 2d Civil No. B225646 (March 30, 2011).

Golden parachute arrangements are often included in discussions of anti-takeover devices.  For example, the late Harold Marsh, Jr. in his magnum opus, Marsh's California Corporation Law, discusses golden parachutes in a section entitled "Defenses of...