California Corporate & Securities Law

Did CalPERS Make A Gift Of Public Funds?

Both Section 2(1) of the Securities Act of 1933 and Section 25019 of the Corporate Securities Law of 1968 provide extensional definitions of the term "security". That is, they each list everything within the term being defined.  See Why the Word...

In 2009, the Nevada legislature enacted a statute intended to remove private barriers to landowners' harnessing of wind energy:

In October of 2000, the Securities and Exchange Commission adopted Rule 10b5-1, which among other things, created an "affirmative defense" for pre-planned trading provided that specified conditions were met. At the time, I pointed out that...

Last August the Investment Committee of the California Public Employees' Retirement System (CalPERS) approved revisions to its External Investment Resource Conflict of Interest Policy.  A week later, I asked the Office of Administrative Law to make a...

Arbitration continues to be a hot topic for the courts.  See Achilles’ Shield And Judicial Review Of Arbitration Awards and U.S. Supreme Court Holds That State Courts Must Not Assume The Arbitrator’s Role By Declaring Non-Compete Agreements Null And...

In general, the date of filing an instrument under the General Corporation Law is the date on which it is received by the Secretary of State's office.  Cal. Corp. Code §110(a).  There are at least three exceptions to this rule. 

California's analog to the Freedom of Information Act is the Public Records Act, Government Code § 6250 et seq.  In enacting the the Public Records Act, the legislature quite properly found and declared that "access to information concerning the...

As someone who has been writing for decades about Nevada corporate law, it is has been refreshing to see so much academic interest in the state's corporate law.  Last year, Professor Michal Barzuza at the University of Virginia published Market...