California Corporate & Securities Law

Vice Chancellor J. Travis Laster's ruling in In re Aruba Networks, Inc. Stockholder Litigation, C.A. No. 10765-VCL has received widespread coverage.  See, e.g., Kevin LaCroix, Game Over?: Del. Chancery Court Rejects Disclosure-Only Settlement in...

As has been widely reported elsewhere, the Securities and Exchange Commission has been facing a spate of challenges to its administrative court. It should come as no surprise then that the SEC recently announced a number of proposals to the rules of...

Yesterday, I wrote about SB 185 (De León) which mandates that California's two giant pension funds to liquidate their investments in thermal coal companies on or before July 1, 2017. One aspect of the bill that I didn't cover yesterday is the...

Public pension funds exist to provide retirement benefits to public employees. Cal. Const. Art. XVI, § 17(a). In 1992, the voters of California tried to eliminate political interference with the state's retirement funds by enacting Proposition 162,...

Readers of this blog will know that I've been censorious of California's Revised Uniform Limited Liability Company Act (CARULLCA), Corporations Code §§ 17701.01 - 17713.13. The Partnership and Limited Liability Companies Committee of the Business...

Yesterday was the last day for Governor Brown to sign or veto bills passed by the Legislature on or before September 11 and in the his possession after that date. Cal. Const. Art. IV, § 10(b)(1). On Saturday, he signed into law a bill that will...

In an Op-Ed published yesterday by The Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe argue for the retention of quarterly earnings reports with some modifications. They would replace the first and...

California Court of Appeal Justice William W. Bedsworth writes the popular syndicated column "A Criminal Waste of Space".  In this month's column, Justice Bedsworth expounds on the highly improbable case of a man who purchased a Pick-9 ticket at the...

A few years ago, I participated in the drafting of California's Flexible Purpose Corporation Act, Cal. Corp. Code § 2500 et seq.  In 2014, the legislature changed the name to "Social Purpose Corporations Act". SB 1301 (DeSaulnier). The purpose of the...