Why The Capitol Is In The Capital

Article III, Section 2 of the California Constitution provides that "Sacramento is the capital of California". The building in which the legislators meet, however, is denominated the "capitol" building. Thus, the state capitol can be found in the...

I'm Guessing That The DOL Didn't Have in Mind Negative Weighing Of ESG Factors

In this post, I noted a recent study by Professor Tracie Woidtke at the University of Tennessee concluding that social-issue shareholder-proposal activism appears to be negatively related to firm value. I therefore raised the question of whether the...

A Hollow Nickel, Hollywood And Texas Gulf Sulphur

If you've taken a course in securities law, you've undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968). That case is famous for the Second Circuit Court of Appeals'...

What's So Special About An 80% Doing Business Threshold?

In yesterday's post, I dipped into the SEC's proposed amendments to Rule 147, a safe harbor for intrastate offerings exempt from registration pursuant to Section 3(a)(11) of the Securities Act of 1933. Among other things, the SEC is proposing to...

Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933. That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate...

ISS Proposes To Go Overboard In Proposed Policy Change

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services. As part of ISS' annual policy update procedure, ISS recently released a proposed policy change with respect to directors who sit on too many...

Nevada Supreme Court Opines On Scope Of Debtor's Exemption For Stock

NRS 78.746 provides that, with several qualifications, the exclusive remedy of judgment creditors with respect to the stock in a relatively closely held corporation is to charge a stockholder's shares. To the extent so charged, the creditor only has...

Chancellor Bouchard Rules There Can Be No Ratification Without Works

In reading Chancellor Andre G. Bouchard's ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith. The case involved a...

California's Secured Promissory Note Exemption

The line between real property transactions and securities transactions is not always clear. California Corporations Code Section 25100(p) provides an exemption for a promissory note secured by a lien on real property provided it is neither: (a) one...