California's Bizarre Voting Record Disclosure Requirements

Section 711 of the California Corporations Code is so poorly drafted that it almost defies explanation. According to the legislature's findings, the ostensible purpose of the statute is to facilitate the informed and active involvement of beneficial...

Did Utah's Securities Commission Really Call Out California's Commissioner?

I recently ran across an article concerning a row between Utah's Securities Commission and California's Commissioner of Corporations, E.C. Bellows.  Engineering & Mining Journal, Bingham Galena on Trail of California Corporations Commission, 313...

Court Holds Corporations Have No Constitutional Privacy Right, But . . .

Article I, Section 1 of the California Constitution provides that "all people" have an inalienable right of privacy. Does this right extent to corporations? Seemingly it would if corporations are considered "people". Some might cite the U.S. Supreme...

Resource Extraction Payments Disclosure: "I've Information Vegetable, Animal, and Mineral"

Section 13(q) of the Securities Exchange Act of 1934 directed the SEC to issue rules requiring resource extraction issuers to include in an annual report information relating to any payment made by the issuer, a subsidiary of the issuer, or an...

"Not De Minimis" Is No Small Thing!

Having failed to meet a Congressional deadline for years, a federal court last fall ordered the Securities and Exchange Commission to adopt a resource extraction payments disclosure rule as required by Section 13(q) of the Securities Exchange Act. ...

What The SEC Doesn't Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings. The SEC somewhat misleadingly describes its proposal as " "amendments to...

Court Applies Safe Harbor Doctrine To CA Transparency in Supply Chains Act

I first wrote about the California Transparency in Supply Chains Act more than four years ago.  See California To Require Website Disclosure Regarding Efforts To Eradicate Slavery And Human Trafficking. At the time, I noted that "The Act provides...

Do Indemnity Agreements Constitute Unlicensed And Unlawful Insurance?

Parties to all sorts of agreement negotiate over the allocation of risk. A seller, for example, might sell goods at a higher price with a full warranty and at a lower price with no warranty. A corporate officer may insist on higher compensation in...

Blasphemous Corporate Names

Yesterday's post considered the question of whether the California Secretary of State could refuse to accept offensive corporate names. Blasphemous corporate names constitute a subset of offensive names because they are offensive to believers....