California Corporate & Securities Law

In this post from July 2016, I took the Securities and Exchange Commission to task for  adding Item 16 to Form 10-K as an "Interim Final Rule". As I then explained, Interim Final Rules constitute an end-run on the notice and comment requirements of...

Last August, I published this post about the Fourth District Court of Appeal's decision allowing reverse veil piercing in the case of a Delaware limited liability company even though the court had refused to allow it in the case of a corporation....

The California Department of Business Oversight recently issued its annual Broker-Dealer/Investment Adviser report for the fiscal year ended June 30, 2017. The DBO reports that it had 3,808 investment adviser firms licensed at year end. These firms...

Is doing business in California risky?  More than a few companies seem to think so.  Below are few California related risks that I noticed in the risk factors section of recently filed Form 10-Ks. 

Yesterday's post included the following description of an article about alleged misconduct by a company's CEO:

The following fact pattern should be familiar.  A high-profile news story runs detailing years of sexual harassment by the CEO of a company. Four women sued, claiming that the CEO repeatedly propositioned or groped female employees, and rewarded or...

I see the following disclosure in many Form 10-Ks:

In 1997, the Securities and Exchange Commission adopted revisions to forms and schedules filed under the Securities Act of 1933, the Securities Exchange Act of 1934, related provisions of the Investment Company Act of 1940 and the Public Utility...

I always enjoy hearing from readers of this blog, although I must admit that I enjoy it more when they are not pointing out an error.  Last Friday, I noted that Professor Douglas K. Moll was questioning why California's Revised Uniform Limited...