CalPERS And Securities Lending - Waiting For Godot?

California Government Code Section 7603 is short and unambiguous:

California Judge Honors Delaware Forum Selection Bylaw

In May, I wrote about Judge Peter H. Kirwan's ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016).  As readers may recall, Judge Kirwan declined to approve a disclosure only settlement based on In...

California's Regulation A Notice Filing Requirement

Two years ago, I posed the question: Will California Require Notice Filings For Regulation A Offerings? Corporations Code Section 25102.1(a) provides that offers and sales of to "qualified purchasers", as defined by the Securities and Exchange...

Investment Companies And Intrastate Offerings

Recently, my eye caught the following statement in the SEC's Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers:

A Field Guide To Distinguishing Directors From Officers

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the "same thing". He suggested that I devote a post to a primer on the differences between directors and...

California Lags Behind The SEC In Permitting Testing Of The Waters In Regulation A Offerings

In 2015, the Securities and Exchange Commission adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. One significant enhancement to Regulation A was to permit...

Nevada's Constitutional Limitation On Shareholder Liability

Article 8, Section 3 of the Nevada Constitution provides:

California Proposes To End Bylaw Amendment Reviews

Credit Unions got their start in Nineteenth Century Germany. In 1909, Roman Catholic textile workers opened the first credit union in the United States, St. Mary's Cooperative Credit Association (later, renamed La Caisse Populaire Ste.-Marie). At...

California Supreme Court Affirms Novel M&A Tax

Suppose Mr. Henry owns all of the outstanding shares of a Virginia corporation that owns all of the issued and outstanding shares of a Massachusetts corporation that owns, among other things, real property in Los Angeles, California. Suppose further...