California Corporate & Securities Law

I was not the only one who was perturbed by the Investor Advisory Committee's procedures for considering the Securities and Exchange Commission's proposed rulemaking to lift the ban on general solicitation and Advertising in Rule 506 offerings....

One of the seemingly routine matters at stockholder meetings is the opening and closing of the polls.  Sometimes, votes are close and the outcome of a vote may turn on whether the polls are closed "early" or "late".  For a real-life example, see In re...

Last Friday, I lamented the inadequacy of the notice given by the Investor Advisory Committee for the Securities and Exchange Commission. Not only was notice very short - three days; it requested comments on materials unavailable to the public - the...

Yesterday, the California Court of Appeal issued an opinion addressing two important questions involving the liability of corporations and promoters  Cleveland v. Johnson, Cal. Ct. of Appeal Case No. B233762 (Oct. 11, 2012). The facts of the case are...

I've been attending (and speaking as a panelist at) the National Association of Stock Plan Professionals (NASPP). One of the panels discussed the important, but arcane topic of state unclaimed property (aka escheat) laws. Coincidentally, Volume 5,...

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...

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...

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....

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...