California Corporate & Securities Law

Now Corporations Can Be Like the Boy Scouts

Soon, the Office of Administrative Law will decide whether it will determine the merits of a petition for review of underground regulations allegedly being enforced by the Department of Business Oversight (fka Department of Financial Institutions)....

The Ninth Circuit Court of Appeals has previously suggested that scienter is not required under Section 5.  SEC v. Phan, 500 F.3d 895, 905-06 (9th Cir. 2007).  Yesterday, the Court addressed the issue directly.  SEC v. CMKM Diamonds, Inc., Case Nos....

Last September, I wrote to CalPERS' Chief Executive Officer to express my concern about travel by CalPERS' executives.  I noted that Governor Brown had issued Executive Order B-06-011 banning both in-state and out-of-state travel by government...

In late August, the California Senate approved SCR 62 which encourages "equitable and diverse gender representation on corporate boards".  The resolution also urges:

Borrowing a bon mot from the riding arena, there are two kinds of California corporate lawyers, those who have had a filing rejected by the Secretary of State's office and those that will. As almost every corporate lawyer in California knows, it is...

Mention indemnification to a corporate lawyer, and you're like to hear about Section 317 of the Corporations Code, the articles of incorporation and bylaws. But a corporate agent's indemnification rights are not necessarily cabined by the...

Yesterday's post discussed why proxy advisory firms are likely to meet the definition of "investment adviser" under the Investment Advisers Act of 1940. I noted that some proxy advisory firms, such as ISS and Marco Consulting Group, Inc., have, in...

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as investment advisers. I...