California Corporate & Securities Law

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons. Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent. In determining independence,...

Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the world she shall go, will...

Last week, Governor Gavin Newsom delivered his proposed budget for California's 2020-2021 fiscal year. The Governor is proposing to rename the Department of Business Oversight as the Department of Financial Protection and Innovation as of the...

Ten years ago today, I penned an opinion piece decrying the inconsistencies of California's statutory requirements for entity names.  

The Securities and Exchange Commission is trying for the third time to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers. In that Act, Congress...

In 2014, Kimberly-Clark Corporation, a Delaware corporation, spun off Halyard Health, Inc., a Delaware corporation, pursuant to a distribution agreement. The distribution agreement required Halyard to indemnify Kimberly-Clark against certain claims....

In November, I wrote about an academic study finding that companies experienced "a large negative stock market reaction" when Governor Jerry Brown signed into law California's female board quota mandate (SB 826). The authors of this study recently...

As previously mentioned in this blog, the Securities and Exchange Commission is trying for the third time to implement Congress' directive to adopt rules requiring disclosure by "resource extraction issuers".  See The SEC's Extraction Distraction.  ...

As mentioned in my post last week, the Department of Business Oversight issued a press release shortly after Christmas announcing that it had issued a "legal opinion" concerning whether a point-of-sale product constitute loans for purposes of the...