"Fair is Foul, and Foul is Fair"
CalPERS Claims Success; Proxy Monitor Says CalPERS Success Leads To Lower Stock Prices
Posted on July 28, 2015
Court Declines To Declare "S" Corporation Shareholders' Agreement Unenforceable
Posted on July 27, 2015
In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those profits to its shareholders....
When It Comes To Director Compensation, California Is Not Delaware
Posted on July 24, 2015
Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS 139 (June 29, 2012). In...
No Calm In Delaware After Calma v. Templeton
Posted on July 23, 2015
In derivative suits, cases are essentially lost and won at the motion to dismiss stage. Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its costs and risks or a...
Out-of-State M&A Lawyer Can Be Sued In California
Posted on July 22, 2015
Many M&A transactions are negotiated across state lines. When an out-of-state lawyer misrepresents facts in a phone call and email to a lawyer in California, do those communications render the foreign lawyer amenable to suit in California? In...
Does The SEC Know How To Assess Risks And Rewards?
Posted on July 21, 2015
The Securities and Exchange Commission's proposed rules governing stock exchange listing standards governing recovery of erroneously awarded compensation cause me to wonder whether the SEC understands how to assess risks and rewards. Proposed Rule...
Implementation Issues Abound For The SEC's Proposed Clawback Rules
Posted on July 20, 2015
When adopted, the incentive compensation clawback rules recently proposed by the Securities and Exchange Commission are likely to present issuers with a number of implementation challenges. Some of these challenges have been discussed in prior...
Can The SEC Ignore Congress' Plain Language?
Posted on July 17, 2015
In proposing executive incentive compensation clawback rules, the Securities and Exchange Commission departs materially from the plain words of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 954 (codified at...
Some California General Corporation Law Nonsense
Posted on July 16, 2015
Recently, I gave a brief presentation concerning various provisions of the California General Corporation Law that could apply to corporations incorporated outside of California. I emphasized that the CGCL defines the terms "corporation", "domestic...
