California Corporate & Securities Law

A year ago, I addressed the effective date of California legislative bills in this post. In California, the people can also exercise legislative power through two different mechanisms - the initiative and the referendum. In fact, the California...

Not quite a year ago, I wrote:

Many are speculating on the future of federal securities regulation as a result of the election of Donald J. Trump and the concomitant Republican control of both houses of Congress. Broc Romanek, for example, asks whether Michael S. Piwowar will...

On Wednesday, June 16, 1858, delegates of the Republican State Convention of Illinois gathered in Representatives' Hall in Springfield.  At about 5:00 p.m., delegate Charles L. Wilson submitted the following resolution:

In recognition of today's election, today's post is about polls, poles and Poles.

Last week, I wrote that the Securities and Exchange Commission is sending letters to registrants requesting information about compliance with Regulation G and Item 10(e) of Regulation S-K. These letters request issuers to voluntarily provide...

Consider the following fact pattern:

In a forthcoming paper, Professors Murali Jagannathan (Binghamton University School of Management) and A.C. Pritchard (University of Michigan Law School) evaluate whether there might be relationship between incorporation in Delaware and Chief...

Directors and officers cannot always base their decisions on first-hand information. As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a director's or officer's decision...