California Corporate & Securities Law

In October 12, 2012, I wrote about CalPERS' proposed adoption of regulations governing personal trading by members of its Board of Administration and employees.  Although I did offer a few technical comments on the proposed rules (see CalPERS' Final...

Yesterday's post was intended to set the stage for a discussion of last week's decision by the Court of Appeal in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st Dist. Dec. 18, 2013). The dispute giving rise to...

In 1907, newly elected California Governor James Norris Gillett asked the California legislature to address restraints on trade. California state Senator John A. Cartwright responded with a bill patterned after a federal antitrust bill introduced by...

Private equity and venture capital funds like public pension fund money but they don't necessarily like the consequences of having the government as an investor.  As noted in this post, this was illustrated by Superior Court Judge Evelio Grillo's...

This week's announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention.  David Lynn writing in Broc's Blog took special note of the proposed...

In ancient Rome, the Senate could not conduct business unless a quorum was present. A senator wishing to delay action by the Senate could demand a quorum count by demanding "numera senatum!," meaning count the house. The Romans didn't invent the...

The California General Corporation Law makes numerous references to the "proper county". For example, Corporations Code Section 304 empowers the superior court of the proper county to remove a director in specified circumstances at the suit of...

In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that "bad actor" disqualification under Rule 506(d)(1)(v) is “triggered only by orders to cease and desist from violations of...

Harvard Law School Professor John C. Coates recently published this post accusing the Securities and Exchange Commission of making policy and political mistakes in taking disclosure off of the "SEC's agenda".  I beg to differ.