California Corporate & Securities Law

In late July, the SEC's Investor Advisory Committee issued a recommendation that the SEC "explore relaxing the 'bona fide nominee' rule embodied in Rule 14a-4(d)(1) . . . to provide proxy contestants with the option (but not the obligation) to use...

When an entity converts into another business form, does a transfer occur? Many California Assessor's offices seem to think so. Therefore, don't be surprised if following a conversion you receive a notice threatening a possible reappraisal of your...

In 1677, the English Parliament enacted a law establishing a legal principle that was eventually adopted by all of the future states of its nascent colonies - the Statute of Frauds.

Suppose a contract includes the following provisions:

Administrative law is one of the most useful subjects that someone can take in law school. I say that as someone who has taught the subject. Earlier this week, the California Supreme Court issued an opinion that illustrates exactly why it can be...

"Bank" is a good example of a homonym (same spelling and pronunciation but different meaning), a homograph (same spelling but different meaning) and a homophone (same pronunciation). I can think of at least three different meanings of the word in...

I've always considered majority voting to be a profoundly illogical concept that evidences a fundamental misunderstanding of the mechanics of shareholder voting.

In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs' bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or imply any additional...

From time to time, the Department of Business Oversight posts warnings about fraudulent on-line escrow companies. According to the Department, these fraudsters use stolen identities and credit card numbers to open a Web hosting account. They then...