California Corporate & Securities Law

In late August, the California Senate approved SCR 62 which encourages "equitable and diverse gender representation on corporate boards".  The resolution also urges:

Borrowing a bon mot from the riding arena, there are two kinds of California corporate lawyers, those who have had a filing rejected by the Secretary of State's office and those that will. As almost every corporate lawyer in California knows, it is...

Mention indemnification to a corporate lawyer, and you're like to hear about Section 317 of the Corporations Code, the articles of incorporation and bylaws. But a corporate agent's indemnification rights are not necessarily cabined by the...

Yesterday's post discussed why proxy advisory firms are likely to meet the definition of "investment adviser" under the Investment Advisers Act of 1940. I noted that some proxy advisory firms, such as ISS and Marco Consulting Group, Inc., have, in...

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as investment advisers. I...

I've railed against the lack of analytical clarity with respect to so-called "majority vote" regimes. See Jeremy Bentham – Present But Not Voting.

Last November, Judge James P. Kleinberg of the Santa Clara Superior Court in San Jose, California ruled on motions for summary judgment in a case brought by former employees of a management company that had been retained by the general partner of...

A recent unpublished opinion by Justice William W. Bedsworth set me to cogitating on the status of commodities under the Corporate Securities Law of 1968.  In Kelly v. Monex Co., 2013 Cal. App. Unpub. LEXIS 5903 (Aug. 21, 2013), the plaintiff had...

I've prophesized at some length about the looming catastrophe that is the California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. My problem isn't with the RULLCA itself, but with the transition being forced on...