California Corporate & Securities Law

CalPERS Voting Data Clarified

For some time, I've been sounding the alarm against SB 323 (Vargas).  As introduced, this bill would have repealed California's Beverly-Killea Limited Liability Company Act, Corporations Code Section 17000 et seq., and enact a version of the Uniform...

As we come down to the closing days of the current legislative biennium, the legislative process becomes frenetic and unpredictable. SB 12 (Corbett) started out repealing California's Bulk Sales Act. As I wrote about earlier today, it was amended to...

In February 1685, Charles II of England, aka the "Merry Monarch", took ill and to his bed. Despite the ministrations of his doctors, it became clear to all that he was to die, but not easily or quickly. Throughout the King's last ordeal, his sense...

In this video from January 2011, I spoke about California's fairness hearing procedure. California is one of only a handful of states that offer the opportunity to take advantage of the Section 3(a)(10) exemption from registration under the...

In 1977, the United States Supreme Court dealt a mortal blow to Delaware's sequestration scheme for establishing personal jurisdiction over non-resident directors.  Shaffer v. Heitner, 433 U.S. 186 (1977). Within weeks, the Delaware legislature...

I expect that a decade ago, whistleblower issues were considered primarily to be the province of employment law attorneys. Then there was Sherron Watkins, Enron and the Sarbanes-Oxley Act. Suddenly, issues involving whistleblowers had the attention...

The Investment Committee of the California Public Employees Retirement System is scheduled to meet next Monday in Sacramento. Anne Simpson, CalPERS' Director of Corporate Governance, is scheduled to provide the Committee with an overview of the...

In college, I aspired to be a botanist and took classes with such scintillating titles as "Plant Physiology" and "Vascular Plant Taxonomy". I found botany particularly appealing because plants don't bleed or generally stink like members of those...