California Corporate & Securities Law

American journalist Ambrose Bierce defined a corporation in his The Devil's Dictionary as "an ingenious device for obtaining individual profit without individual responsibility". The alter ego doctrine is one tool that the courts use to address a...

The State of California still has no budget and Governor Schwarzenegger has been stymied for the time being in reducing state workers to the federal minimum wage.  As reported by Shane Goldmacher in this Los Angeles Times story, Governor...

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act creates a new exemption from federal registration for investment advisers if all their investment advice is limited to one or more "venture capital funds". Congress,...

If you need a good summary of federal and state securities laws governing private offerings in California, Lee Petillon has written an excellent article for the 2010 Issue No. 2 of the Business Law News.  The Business Law News is the official...

Yesterday, I wrote about the Compliance & Disclosure Interpretation ("C&DI") issued last week by the staff of the SEC's Division of Corporation Finance. In the C&DI, the staff clearly takes the position that the exclusion of an investor's primary...

Historically, the California Secretary of State has certified copies of filed documents by attaching a separate cover page.  Last week, the Secretary of State announced that effective July 23, 2010 her office would stamp the back of the last page of...

Broc Romanek also mentions in his blog today that the Securities and Exchange Commission issued a task force report on life settlement contracts. Among other things, the task force recommends that Congress amend the definition of "security" under...

Yesterday, Broc Romanek reported that the staff of the SEC's Division of Corporation Finance has issued a new Compliance & Disclosure Interpretation addressing Section 413(a) of the Dodd-Frank Act. Section 413(a) requires the SEC to adjust the...

On June 22, 2010, I posted an item concerning AB 919 (Nava), a California bill that would require corporations to report political contributions to shareholders and make refunds to those shareholders who don't agree.  In today's Proxy Season Blog,...