California Corporate & Securities Law

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update. Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors (except new nominees, who...

In common parlance, a fiduciary is someone you can trust.  The word itself is related to the Latin word, fidere, meaning to trust. We name our dogs "Fido" because dogs are trustworthy companions. For example, a dog named Hachiko (忠犬ハチ公) faithfully...

Yesterday's post discussed one aspect of the California Court of Appeal's opinion in Central Laborers' Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation's acquisition of McAfee, Inc., a Delaware...

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have prognosticated that the right to a...

Establishing personal jurisdiction may seem mundane, but without it a plaintiff may soon find itself out of court, as did the plaintiff in Marshall v. Galvanoni, 2017 U.S. Dist. LEXIS 185530.

As I have mentioned on numerous occasions, California has its own insider trading statute - California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general, the jurisdiction of...

On Saturday, the country honored its veterans. November 11 was originally designated as "Armistice Day" in recognition of the date on which fighting in the First World War ended. It became a legal holiday in 1938, only a few years before the United...

Judge Alex Kozinski succinctly frames the debt versus equity battle in this opinion issued yesterday:

As mentioned yesterday, Corporation Finance (often referred to as "Corp Fin") recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e). I find myself befuddled by the following...