California Corporate & Securities Law

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...

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...

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...

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...

The Securities and Exchange Commission's proposed rules take a hard line against issuers indemnifying executives against clawbacks:

In proposing the clawback rules for stock exchanges mandated by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission evinces little regard for contrary provisions in existing...

In proposing incentive compensation clawback rules, the Securities and Exchange Commission studiously ignored any constitutional restraints on its actions.  Buried in the 198-page proposal is this chilling assertion:

The Securities and Exchange Commission began the month by issuing proposed rules that would direct national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to...

On June 2, 1897, the New York Journal famously quoted Samuel Clemens (aka Mark Twain) as saying "The report of my death was an exaggeration".   This widely quoted (and misquoted) denial was a riposte to a story that appeared the day before in the New...