California Corporate & Securities Law

Last December, I wrote this post concerning the Commissioner's proposed amendments to Rule 260.204.9.   This rule provides an exemption from registration for investment advisers to certain private funds. The rule as currently in effect was adopted as...

Are corporations "persons"? The California Corporations Code answers this question quite directly in Section 18 which defines "person" as including corporations and natural persons. The Corporate Securities Law of 1968 goes even further - defining...

Before being named to the U.S. Supreme Court, Justice Louis D. Brandeis wrote an influential series of articles for Harpers Weekly magazine. Eventually, these articles were collected and published under the title "Other People's Money--and How the...

I've previously written about California's on-line database for securities filings which is known as Cal-EASI (See "California's Big EASI").  Recently, I noticed what is very likely to be a record busting day for Section 25102(f) filings.

When taking a law school exam, you generally have some idea of the legal area being tested. If you show up for a final exam in contracts, you wouldn't expect to be questioned about criminal procedure. Unfortunately, subject areas are not so clearly...

Today, Forbes.com ran my Op/Ed on ISS' recent decision to adopt a one-size-fits-all approach to recommendations on shareholder proposals with respect to political spending disclosures.

Thanks to Kevin LaCroix's The D&O Diary, I was alerted to a recent article by Boris Feldman, a member of Wilson Sonsini Goodrich & Rosati, P.C., in Palo Alto, California discussing developments in class action and other shareholder litigation. Among...

I frequently come across corporations with the wrong number of authorized directors.  California, unlike other states, has some very precise rules and these frequently seem to be missed.

The California Corporate Securities Law of 1968 forbids the offer and sale in this state of any security in an issuer transaction unless the sale has been qualified or the security or transaction is exempt or not subject to qualification. Cal. Corp....