California Corporate & Securities Law

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC's proposed rules, the California Public Employees' Retirement System observed:

AB 667 (Wagner) continues to wend its way through the California legislature. The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural person who, for direct...

Yesterday, Broc Romanek published several posts regarding crowdfunding.  Meanwhile here in California, crowd funding has stalled in the legislature.  AB 722 (Perea) passed unanimously out the Assembly Committee on Judiciary and on a 9-2 vote out of...

"Fair is Foul, and Foul is Fair"

In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those profits to its shareholders....

Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS 139 (June 29, 2012). In...

In derivative suits, cases are essentially lost and won at the motion to dismiss stage. Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its costs and risks or a...

Many M&A transactions are negotiated across state lines. When an out-of-state lawyer misrepresents facts in a phone call and email to a lawyer in California, do those communications render the foreign lawyer amenable to suit in California? In...

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...