California Corporate & Securities Law

Martin A. Hewitt alerted me to this no-action letter issued on January 31, 2014 by the SEC's Division of Trading and Markets. The letter was issued in response to a request by six lawyers, including Mr. Hewitt. In very broad terms the letter states...

One of my partners recently asked whether the correct suffix is -ory or -ary when referring to a bank in a deposit account control agreement.  The word "deposit" is derived from the Latin words de and ponere, meaning down and place, respectively. 

In yesterday's post, I discussed why the Council of Institutional Investor's blanket policy eschewing the counting of abstentions may be neither good nor legal.  CII, however, isn't the only proponent of not counting abstentions.  As Broc Romanek ...

The Council of Institutional Investors has adopted what it describes as "a comprehensive body of corporate governance best practices", including Policies on Corporate Governance. I question, however, whether some of these policies really are "best...

It's hard for me to imagine being the owner of something that doesn't exist.  It's even harder to imagine being the equitable owner of something that doesn't exist.  However, some people dream bigger dreams as was the case in White v. Demaray, 2014...

The proxy is the most misunderstood and mischaracterized of all instruments. For the record, a "proxy" is "a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s attorney in fact giving another...

I often say that to be an employer in California is to be sued. California is litigious and its labor (and other) laws are maddingly complex. Last spring, Assembly Member Bonnie Lowenthal submitted a bill, AB 1164, that would add to the woes, not...

A little over a year ago, I wrote about the Nevada Secretary of State's launch of Silverflume. This innovative internet website aims to be a "one stop" portal that consolidates and coordinates the information needed to start a business. Silverflume...

One of the California Attorney General's many responsibilities includes the rendering of legal opinions to state and local officials and government agencies concerning legal questions relating to their offices. Cal. Gov't Code § 12519. Recently,...