California Corporate & Securities Law

Readers of this blog will know that California marches to its own drummer when it comes to the enforceability of covenants not to compete. California Business & Professions Code Section 16600 declares these covenants void unless they fall within a...

The regulation of "swaps" lies at the intersection of the commodities and securities regulation. In the parlance of commodity regulation, a "swap" is a contract or transaction that provides for a payment dependent on an event or contingency...

Last week, I wrote about the venue implications of the location (or lack of) a corporation's principal executive office. The location of a corporation's PEO isn't just about venue, however. Numerous provisions of the California General Corporation...

The California General Corporation Law does not require that a California corporation have a principal executive office located in California. In fact, Section 177 explicitly contemplates that a corporation's PEO may be located elsewhere or that the...

Companies often include a choice of law provision in their equity and other compensation plans. Some companies include a choice of law in the award agreement, either in lieu of, or in addition to, the plan document. Specifying applicable law helps...

John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers?  He notes:

Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation:

Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and...

Broc Romanek reported yesterday that the staff of the Securities and Exchange Commission will no longer require "Tandy Letter" disclaimers in responses to staff comments. Among other things, the Tandy Letter policy required a company to state...