California Corporate & Securities Law

Should companies look into the driving records of the CEOs that they hire?   Robert H. Davidson, Aiyesha Dey, and Abbie Smith answer that question in a forthcoming Journal of Economics paper. These authors examined a sample of SEC Accounting and...

Recently, I was working on a registration statement on Form S-3 and I happened to notice the following  jarring juxtaposition in the instructions on the cover page:

I was completely nonplussed when I saw this brief filed by 44 law professors in the appeal now pending before the U.S. Supreme Court in Sebelius v. Hobby Lobby Stores, Inc., Case No. 13-354. I was shocked because the brief constitutes a frontal...

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to "M&A Brokers". Here in California, the legislature is considering a bill, AB 713 (Wagner) that would exclude "finders" from the...

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...