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Saints, Sanctions and Cicero

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

The article questioned the company's culture:  it sanctioned a "best legs" contest for female employees, few women served in high-level...

Legal History

The Board and #MeToo

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...

Derivative Suits

Who Visits The SEC's Public Reference Room Anyway?

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

The public may read and copy any materials we file with, or furnish to, the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The public may obtain information on...

Securities and Exchange Commission

The SEC Shows That It's Never Too Late To Correct Some Mistakes

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...

Administrative Procedure

Why RULLCA Cabins The Duty Of Loyalty

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...

CARULLCA

This Professor Asks Why Does CARULLCA Cabin The Duty Of Loyalty?

Professor Douglas K. Moll points out a small, but significant, difference between the duty of loyalty owed by a partner under California's Uniform Partnership Act of 1994 and the duty of loyalty owed by a member or manager under California's Revised...

Limited Liability Company

California Bill Would Mandate Gender Quotas For Publicly Traded Companies

Earlier this month, California Senators Hannah-Beth Jackson and Toni G. Atkins introduced a bill, SB 826, that would require a publicly held corporation with its principal places of business in California to have a minimum number of women...

Legislation, Corporate Governance

Consternation Over Congress' Elimination Of Outside Directors

The "Tax Cuts and Jobs Act" is giving compensation committees and their advisors much to consider.  Readers may recall that the limitation on a public company's ability to deduct compensation of specified officers did not apply to certain qualified...

Corporate Governance

Mark Twain On Insider Trading

"Is there anything whereof, it may be said, See, this new?"
 
Roughing It is Samuel L. Clemens' highly engaging account of his time vagabondizing in Nevada, California and Hawaii. The book contains a great deal of information about "the rise,...

Insider Trading

Why A "Grant" Must, By Definition, Be In Writing 

The word "transfer" is derived from two (what else?) Latin words - trans and ferre.  The former meaning "across" and the latter meaning "to carry".  In a non-technical sense, a "transfer" can involve a simple change in possession.  For example, one...

Legal History

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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