Why Some Delaware Corporations Should Be Careful About Relying On This Vice Chancellor's Ruling

Francis Pileggi in his Delaware Corporate & Commercial Litigation Blog recently wrote that there is no per se duty on the part of a closely held company to disclose financial statements .  In The Ravenswood Investment Company, L.P. v. Winmill & Co....

Bill Aims To Put The Kibosh On Alleged Hedge Fund Stock Price Manipulation

The California Corporate Securities Law has long declared a number of manipulative devices to be unlawful.  See Cal. Corp. Code § 25400.  Now, a California legislator wants to add to the list.  As amended last week, SB 726 (Hueso) would insert a new...

In California, Mayhem May Not Be What You See On Television

While watching the NCAA tournament, I sat through several replays of this Allstate commercial featuring an anthropomorphized mayhem. The advertisement is one of a series featuring actor Dean Winters as the cause of all manner of "mayhem". Although...

Bagley-Keene Act Roils State Bar Committees

Today, the California State Bar becomes subject to the Bagley-Keene Open Meeting Act (Cal. Gov't Gov't Code § 11120 et seq. ). The Bagley-Keene Act generally requires multimember state bodies to provide public notice of their meetings, prepare...

Is The Delaware General Corporation Law Really A Modern Corporate Law?

I often hear it said that Delaware has a modern corporate law.  In reading a recently filed proxy statement, for example, I came across the following assertion:

Citizenship And The California Securities Laws

I often hear lawyers say something along the lines of "We need to find an exemption from the California Corporate Securities Law because one of the investors is a citizen of California". The citizenship or residency of a purchaser, however, doesn't...

SEC Alleges LLC Names Were "Deceptively Similar", But What Would The California SOS Do?

Yesterday, the SEC announced that it had filed a complaint against a securities professional alleging that he had defrauded "two institutions he solicited to invest in a shell company he controlled whose name was deceptively similar to that of a...

Does Anyone Remember Y2K - California Does!

In the closing years of the last millennium, many were concerned about the "Year 2000 Problem" (aka Y2K).  According to this Securities and Exchange Commission interpretive release:

Designated Lender's Counsel

Doug Cornelius at Compliance Building writes today about borrowers paying the legal fees of lender's counsel: