California Corporate & Securities Law

Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and...

Broc Romanek reported yesterday that the staff of the Securities and Exchange Commission will no longer require "Tandy Letter" disclaimers in responses to staff comments. Among other things, the Tandy Letter policy required a company to state...

Writing in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Catherine Skulan and  Raj Marphatia provide an interesting overview of California's recently enacted alternative investment vehicle fee disclosure law, AB 2833....

The Supreme Court of the United States is sometimes referred to by the initialization - SCOTUS - as in the well regarded SCOTUSblog. Scotus is also a name attached to one of the most famous scholars of the High Middle Ages - John Duns Scotus....

I spent the better part of last week writing about California Corporations Code Section 315. The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of, an officer or...

I spent most of last week discussing California Corporations Code Section 315. As a reminder, that statute prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of, an officer or director...

In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or certain of its...

Although both Section 315 of the California Corporations Code and Section 402 of the Sarbanes-Oxley Act purport to ban loans to directors and officers, there are significant differences between these statutes. Below is a precis of some of the key...

Yesterday's post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn't define "loan", it may not always be clear whether an arrangement is a...