California Corporate & Securities Law

Shareholders are the persons who enjoy the most rights under the California General Corporation Law. A "shareholder" is not just anyone with rights in the shares, Corporations Code Section 185 defines a "shareholder" as "a holder of record of...

Last week, the Securities and Exchange Commission proposed several amendments to its whistleblower bounty program rules. Congress ordered the SEC (subject, of course, to certain conditions) to pay awards to eligible whistleblowers who voluntarily...

I like to say that administrative law is the most useful course that I didn't take in law school. My service in California state government was my principal schooling in administrative law. Since then, I have been fortunate to teach classes in...

Yesterday, I noted that California's proposed board gender quota bill, SB 826, includes the following provision: "A corporation may increase the number of directors on its board to comply with this section". I'm not sure what to make of this...

California's board of directors gender quota bill, SB 826, continues its journey through the legislature. Having passed out of the Senate at the end of last month, SB 826 has already been voted out of two Assembly committees (Banking & Finance and...

Yesterday, I wrote that the Securities and Exchange Commission is reportedly looking into rounding of earnings per share. The point of my post was to call attention to the fact that there is more than one way to round numbers. Rounding is intended...

Last week, Dave Michaels at The Wall Street Journal reported that the Securities and Exchange Commission is looking into whether companies were improperly rounding up their earnings per share to the next highest cent. The SEC's inquiry was...

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....