California Corporate & Securities Law

The Interstate Commerce Commission was created in 1887 when Grover Cleveland was president. Over the years, Congress greatly expanded the ICC's authority. At one time, the ICC had thousands of employees. In 1995, President Clinton signed legislation...

A few weeks ago, The Wall Street Journal reported that California's largest public pension plan is planning to create a database of directors, which is being referred to as the "Diverse Director Database" or DDD. Interestingly, a director registry...

As noted in yesterday's post, the deadline for comments on the Commissioner of Corporation's proposal to adopt a rule to address the Court of Appeal's holding in People v. Cole, 156 Cal. App. 4th 452 (2007) was yesterday. Yesterday, however, the...

Determining whether shareholder approval of a proposal has been obtained can be tricky. This is all the more difficult in California because the Corporations Code includes a variety of voting rules. One of these is Section 153 which defines...

As a reminder, the comment period ends today on the Department of Corporation's proposal to add a new rule, 260.004.1, to address concerns about the Court of Appeal's holding in People v. Cole, 156 Cal. App. 4th 452 (2007). In that case, the court...

More than a decade ago, the Securities and Exchange Commission adopted rule amendments that allow for the delivery of a single set of proxy materials to shareholders who share a single address. This is often referred to as "householding". Many...

The Corporate Securities Law prohibits the offer and sale of a security in an issuer transaction "in this state" unless the sale is (a) qualified; (b) the security is exempt from qualification; (c) the transaction is exempt from qualification; or...

Regulation S has been available for two decades. The rule establishes nonexclusive safe harbors for offers, sales and resales of securities outside the United States. Over the years, many foreign and domestic issuers have relied upon the rule to...

Last week, I mentioned that the Department of Corporations' source of money is a special fund in the state's budget. This special fund is known as the "State Corporations Fund" and it typically receives the bulk of its cash inflows from licensing...