Insider Trading Is Like A Dog Named "Stay"

Insider trading cases remind me of the following joke attributed to stand-up comic Steven Wright:

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware's Judicial Decisions Or Practices?

The answer to this question in Nevada may soon be an unequivocal "no".  Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature.  Among other things, Section 2 of SB 203 declares:

Disclaiming Proper Appointment With The Secretary Of State - "All You Have To Do Is Ask"

A lot of things in life may upset you. One these might be discovering that you have been improperly appointed as an agent for service of process, director or officer of a California corporation. Corporations Code Section 1503(b) somewhat oddly...

Referring To Extraneous Agreements In The Articles of Incorporation

I didn't take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a "spot" bill.  See "See Spot Run". As introduced, the bill simply added "which may include a reference to a separate shareholder agreement"...

State Controller Defeats Judgment Creditor's Claim To Escheated Funds

Here is the question:

Did This Corporation's Law Firm Unwittingly Join The Criminal Prosecution Team?

In Brady v. Maryland, 373 U.S. 83 (1963), the Supreme Court held that the prosecution has a duty under the Fourteenth Amendment's due process clause to disclose evidence to a criminal defendant. The former Chief Executive Officer of IAR Systems...

Want To "Bury" Your Response To SEC Comments? Here's How

I have long assumed that when you search "CORRESP" by issuer name, you would see all correspondence filed on EDGAR with respect to that issuer. I was therefore surprised when I recently searched for a letter responding to the staff's comments but...

A Shareholder Consent In Its Dotage May Or May Not Be Valid

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent:

New Rule 147A And Amendments To Rule 147 Are Now Effective

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A.  See Will New Rule 147A Lead To A Renaissance In California...