To The SEC, "Risk" Is A Four Letter Word.

I've been attending the 7th Annual Proxy Disclosure Conference sponsored by CompensationStandards.com & TheCorporateCounsel.net. One of the topics of this very comprehensive program has been the SEC's requirement that companies disclose their...

No Seat At The Table For Stockholders At Directors' Meetings?

Practitioners who deal with multi-member commissions and boards here in California are likely to have heard of this state's open-meeting law - The Bagley-Keene Open Meeting Act, Government Code Sections 11120-11132. The Act includes a surprisingly...

Dummy Officers Are A Dumb Idea

If you incorporate a corporation in Nevada, you will be required to file an annual list of officers and directors with the Nevada Secretary of State. NRS 78.150(c). There is nothing terribly unusual about this. California has a similar requirement....

Jeremy Bentham - Present But Not Voting

In Monday's post, I quoted Justice Antonin Scalia and Bryan Garner quoting Jeremy Bentham. Although Bentham studied, wrote about and criticized the law, he did not practice it. He is most famously known for his association with the doctrine of...

Second Circuit Rejects Brachycephalic Canine Fund's Section 16(b) Defense

When it comes to challenging the status quo of securities regulation, Bulldog Investors lives up to its name.  In 2006, Bulldog's principal, Phillip Goldstein, successfully challenged the Securities and Exchange Commission's hedge fund rule.  ...

Can The SEC Eliminate The Prohibition On General Solicitation Retroactively?

In Section 201(a)(1) of the Jumpstart Our Business Startups (JOBS) Act, Congress ordered the Securities and Exchange Commission to amend Regulation D to permit general solicitation or general advertising in offerings made under Rule 506, provided...

Finding Ambiguity - The Future Of Mandatory Rule Making Under The Dodd-Frank Act

When Congress says that an agency "shall" adopt a rule, is there any room for discretion on the part of the agency?  That was the question for U.S. District Court Judge Robert L. Wilkins in International Swaps & Derivatives Ass'n v. U.S. Commodity...

Justice Scalia, Liberal Construction & The Finance Lenders Law

A few weeks ago, I purchased a copy of Reading Law: The Interpretation of Legal Texts by Justice Antonin Scalia and Bryan Garner. According to the cover, the authors "carefully and engagingly explain 57 valid canons of construction and dispel 13...

A Bad Bill Becomes Law When There Is More Interest In Enacting A Fix Than Fixing the Problem

In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund.  Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted.  In a devastating article published last fall by the ...