California Corporate & Securities Law

Next week, the California Public Employees Retirement System will consider a staff recommendation "to update the legislative and policy guidelines to include support for Securities and Exchange Commission (SEC) rulemaking on disclosure of the use of...

In yesterday's post, I wrote about the amicus curiae brief filed by 19 law school professors in Friedrichs v. California Teachers Ass'n, a case now pending before the United States Supreme Court. Being a California corporate lawyer, I was interested...

UCLA Law School Professor Stephen Bainbridge yesterday highlighted an amicus curiae brief filed recently by 19 law professors in Friedrichs v. California Teachers Ass'n.  That case, which is now pending before the U.S. Supreme Court, is concerned...

Article III, Section 2 of the California Constitution provides that "Sacramento is the capital of California". The building in which the legislators meet, however, is denominated the "capitol" building. Thus, the state capitol can be found in the...

In this post, I noted a recent study by Professor Tracie Woidtke at the University of Tennessee concluding that social-issue shareholder-proposal activism appears to be negatively related to firm value. I therefore raised the question of whether the...

If you've taken a course in securities law, you've undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968). That case is famous for the Second Circuit Court of Appeals'...

In yesterday's post, I dipped into the SEC's proposed amendments to Rule 147, a safe harbor for intrastate offerings exempt from registration pursuant to Section 3(a)(11) of the Securities Act of 1933. Among other things, the SEC is proposing to...

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933. That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate...

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services. As part of ISS' annual policy update procedure, ISS recently released a proposed policy change with respect to directors who sit on too many...