California Corporate & Securities Law

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.

"And whispering 'I will ne'er consent'—consented"

Ancient Greece was a coherent culture but not a coherent state. It was comprised of a many city states that vied with each other for ἡγεμονία (hegemony). The Greek word refers to some one or thing that "leads the way". The most famous contest for...

Steve Hazen alerted me to the fact that California Attorney General Kamala D. Harris has filed an amicus brief in Sebelius v. Hobby Lobby Stores, Inc., U.S. Supreme Court Docket No. 13-354.  The question presented in that case is:

Two millennia ago, Rome was rocked by three plots that threatened to overturn the republic. While each of these plots was named for just one man, Lucius Sergius Catilina, scholars now discredit his involvement in the first of these plots....

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