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CalPERS Responds (Slowly) To PRA Request for Rule 14a-8 Letters

Last November, I submitted a Public Records Act request for all letters sent by the California Public Employees Retirement System to companies with respect to CalPERS' submission of a shareholder proposal pursuant to Securities and Exchange...

More on Secondary Trading in Private Company Securities

Last April, I wrote this brief piece for the Daily Journal regarding the emerging phenomenon of secondary trading in securities of issuers not subject to the reporting requirements of the Securities Exchange Act of 1934.  Since that time, interest...

"Can You Do Division? Divide A Loaf By A Knife - What's The Answer To That?"

In People v. Collins, 68 Cal. 2d 319 (1968), the California Supreme Court wrote that it could "discern no inherent incompatibility between the disciplines of law and mathematics".  While the Supreme Court may be correct about the relationship...

Damaging Your Cable Box May Violate The Corporations Code

Your team is ahead but makes a crucial error and loses the game.  You may be tempted to vent your frustration on the cable box.  Before you do, you should stop and consider Section 14400 of the California Corporations Code.  That section allows a...

"O Hateful Error" - What To Do When You Find A Mistake In Your Section 25102(f) Filing

Yesterday, I wrote about electronic filings of notices of exemption under Corporations Code Section 25102(f) and 10 CCR § 260.103.

As Alexander Pope observed in his Essay on Man, man is "in endless error hurled".  In other less eloquent words, we...

Electronic Filing of Section 25102(f) Notices

For the last five years, the Commissioner of Corporations has required that notices of exemption filed pursuant to Corporations Code § 25102(f) be filed electronically, except in cases of demonstrable hardship.   See 10 CCR § 260.102.14(f). ...

Thinking About Converting? You May Need The Commissioner's Approval!

In 1999, the Business Law Section of the California State Bar sponsored AB 197 (Ackerman).  That bill established a comprehensive scheme under the California Corporations Code for the conversion of limited partnerships and limited liability...

SEC's Proposed Whistleblower Rules Will Eviscerate Compliance Programs

Last month, I wrote about California's whistleblower hotline in this post.  In early November, the Securities and Exchange Commission issued proposed rules for implementing the whistleblower provisions of Section 21F of the Securities Exchange Act...

LLC Contractor Licensing - "We're Not Even Talking About That."

I've welcomed the enactment of SB 392 (Florez) which authorizes the Contractors' State License Board to issue contractor's licenses to limited liability companies.  Potential LLC licensees should note, however, that SB 392 imposes significant surety...

California's Big EASI

My friend, Bill Twomey, suggested a post describing how to get copies of securities and franchise filings made with the Department of Corporations.  It's actually pretty easy.  The DOC maintains the California Electronic Access to Securities...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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