California Corporate & Securities Law

Last month, I wrote that the SEC's about face in responding to the no-action letter request of Whole Foods Market, Inc. "clearly wasn’t the SEC’s finest hour."  See SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World...

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters "to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents". According to Ms. Ensign, the SEC...

In the last legislative biennium, the Corporations Committee of the Business Law Section of the California State Bar sponsored a bill, AB 713 (Wagner), to clarify the status of finders under the California Corporate Securities Law of 1968. Despite a...

Recently, I came across a prospectus that included a description of California Corporations Code Section 2115 under the caption "Description of Capital Stock".  The description began:

This is as an easy mistake to make. I say so because I've made it more than once. The name of the landmark Depression era legislation regulating our national securities markets is the Securities Exchange Act of 1934; the name of the regulator is the...

I wonder if I'm alone in being completely mystified by the following instruction that appears on the cover page of the SEC's Form 10-K:

Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff "to review the rule...

Last week, the Securities and Exchange Commission announced that it is proposing new rules requiring "disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity...

Since 2003, the California Attorney General has been required to maintain "a whistleblower hotline to receive calls from persons who have information regarding possible violations of state or federal statutes, rules, or regulations, or violations of...