California Corporate & Securities Law

The California Corporate Securities Law of 1968 declares it unlawful for any person to offer or sell in this state any security in an issuer, nonissuer, or reorganization transaction unless the sale has been qualified or is exempt or otherwise not...

In March, the Securities and Exchange Commission announced its first securities enforcement action involving the "dark web".  The SEC's complaint describes the "dark web" as referring to "a subset of the deep web that is intentionally hidden,...

Liz Dunshee at TheCorporateCounsel.net this morning refers to one of my earlier posts on the California Secretary of State's most recent Women on Boards report and adds some additional thoughts here. 

Eight years ago, the California legislature established a fund to compensate victims of corporate fraud. Cal. Stats. 2012, Ch. 564. The Secretary of State administers the fund, but has no authority to investigate or bring enforcement actions against...

Jesse Fried is the Dane Professor of Law at the Harvard Law School.  He and  Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate governance and executive...

The constitutional infirmity of California's legislation, AB 979, mandating minimum numbers of directors from underrepresented communities was well known to the legislators.  Both the Assembly and Senate floor analyses noted that earlier legislation...

In 1997, the California legislature enacted the Citizen Complaint Act of 1997. Cal. Gov. Code §§ 8330-8332. The Act requires that state agencies make available on their Internet websites a form through which individuals can register complaints or...

Nevada has codified the business judgment rule as follows: "directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation." NRS 78.138(3)....

Last year, Nasdaq proposed to adopt listing rules related to board diversity.  Earlier this year, Nasdaq proposed amendments to its proposals, stating: