California Corporate & Securities Law

Section 145(k) of the Delaware General Corporation Law is quite clear and emphatic about which court may hear actions for indemnification or advancement of expenses:

The Securities and Exchange Commission's proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if the recovery of...

Suppose you are selling a service with some success. You want to increase sales, but how? You could promote the value of your services, but some may disagree and others may be indifferent. A more certain solution would be to get the government to...

Sean McKessy, Chief, Securities and Exchange Commission's Office of the Whistleblower, Division of Enforcement discussed a recent split between the circuits this webcast broadcast last Thursday by TheCorporateCounsel.net. The split concerns whether...

The California legislature sits in a two-year session known as a biennium. The current session is the 2015-2016 session. The first year of the session ended on September 11, 2015. That was the last day for the legislature to pass bills. Joint Rule...

Bonnie Springs Ranch sits below towering and very picturesque Aztec Sandstone cliffs a few miles outside of Las Vegas, Nevada. After terminating a contract to sell some adjacent land, Bonnie Springs alleged that that buyer abused process by filing a...

Monday was the close of the comment period on the Securities and Exchange Commission's proposed rules with respect to listing standards requiring recovery of erroneously paid incentive compensation.

Suppose that a corporation's bylaws includes the following two provisions:

Yesterday marked the close of the comment period on the SEC's proposed incentive compensation clawback rules.  You can read my comments here. The proposed rules are fundamentally flawed because the SEC failed to recognize that different bodies of law...