California Corporate & Securities Law

Involuntary Listings

Last Wednesday, a divided Securities and Exchange Commission issued proposed amendments to Item 402 of Regulation S-K. Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to amend the rule to mandate...

In my very limited encounters with the late Harold Marsh Jr., I recall that he didn't readily embrace proposed "fixes" to the Corporations Code.  As I too get older, I've come to appreciate his perspective.  For example, Governor Brown just signed SB...

Almost a year ago, the Commissioner of Corporations (now the Commissioner of Business Oversight) proposed to amend the custody rule, 10 CCR Section 260.237, for investment advisers under the Corporate Securities Law of 1968. The Department received...

Monday is the big day for the SEC's "Bad Actor" and "General Solicitation" rule amendments.   I've previously observed that many are likely to find the Bad Actor amendments to be bad rules when it comes to compliance. Today's blog is devoted to just...

On Monday, CalPERS announced that its Board of Administration had adopted 10 "investment beliefs".  According to the press release, these beliefs are intended to provide "a basis for strategic management of the investment portfolio, inform...

Yesterday, a panel of the California Court of Appeal added to the growing list of opinions rejecting suits triggered by failed say-on-pay votes. Some may be surprised that this case, which involves a Delaware corporation, was in the California...

Today's post is dedicated to some observations on securities regulation from a few of my predecessors.

This week, the Securities and Exchange Commission's "bad actor" rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled “Disqualifying felons and...