California Corporate & Securities Law

Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports. The SEC adopted the rule...

Don't peek at the statute, and answer the following question:

The word "unanimous" is derived from two Latin words, unus (meaning one) and animus (mind).  Thus in Plautus' play, the servant, Stichus, tells his friend, Sagarinus: "ego tu sum, tu es ego, unianimi sumus (I am you and you are I, we are of one...

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act of 1934.  In one of these ...

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a "covered class action" under the Securities...

Most equity award plans that I come across include a statement of the plan's purposes. I haven't tended to give these provisions a whole lot of thought, but an opinion issued yesterday by the Ninth Circuit Court of Appeal makes it clear that a...

UCLA Professor Stephen Bainbridge asked the following question concerning advance notice bylaw provisions in "The Professor is Stumped: Today's Corporate Law Question":

François-Marie Arouet, better known as Voltaire, once famously wrote "Ce corps qui s'appelait et qui s'appelle encore le saint empire romain n'était en aucune manière ni saint, ni romain, ni empire (This body, which was, and is, titled the Holy...

Earlier this week, the staff of the SEC's Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations ("C&DIs") relating to Non-GAAP Financial Measures. Recently, the SEC has been...