Can This Bylaw Provision Eliminate Shareholder Proposals?

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural and substantive...

What Happens When A Corporation Cannot Afford To Pay Dissenting Shares?

Chapter 13 of the California General Corporation governs so-called "dissenters' rights". In general, Chapter 13 provides that in certain specified transactions, a shareholder can require the corporation to purchase the shareholder's "dissenting...

Do Judges Need To Put Wax In Their Ears To Avoid Delaware's Siren Song?

"But I with my sharp sword cut into small bits a great round cake of wax, and kneaded it with my strong hands, and soon the wax grew warm, forced by the strong pressure and the rays of the lord Helios Hyperion. Then I anointed with this the ears of...

Audit Report Discloses Sharp Increase In Personal Trading Violations At CalPERS

The California Public Employees Retirement System (aka CalPERS) is the largest defined-benefit public pension in the United States.  It is governed by a Board of Administration that consists of 13 members who are elected, appointed, or hold office ex...

Despite "Massive Job Losses and Revenue Shortfalls", Governor Continues To Propose Large Increase In DBO Staffing

As required by the California Constitution, Governor Newsom proposed a budget for the state's 2020/2021 fiscal year in January.  Cal. Const. Art. IV, § 12.  As noted in this post, the Governor had big plans for the Department of Business Oversight,...

Where Do Scriptophilists Obtain Certificates?

Scriptophily is the study and collection of stock and bond certificates. These certificates may be of historical interest because they evidenced securities issued by well-known companies. They also may be collected as works of art. The artistic...

Bill Proposes Bizarre Article Attestation Requirement

The California General Corporation Law provides that one or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation by executing and filing articles of incorporation. Cal. Corp. Code § 200(a)....

Legislator Proposes Securities Law Exception For Digital Assets
California's Corporate Securities Law of 1968 defines "security" by providing a long list of financial instruments.  Cal. Corp. Code Section 25107.  Not included on the list are so-called digital assets.  In modern parlance, a digital asset is an asset...
A Farraginous Stew Of Share Certificate Legend Requirements

Section 418 of the California Corporations Code requires that the following six statements appear "on the certificate", to the extent applicable: