California Corporate & Securities Law

John Milton is one of my favorite writers.  In his influential defense of freedom of speech, Areopagitica, he linked liberty to the right to complain about the government:

Last Spring, I wrote that the California Public Employees Retirement System was considering adoption of regulations governing personal trading by members of its Board of Administration and employees. These regulations are still under consideration....

As lawyers, we are used to citing earlier decisions as precedent. Thus, we might expect that the Department of Corporations is free to rely on its earlier administrative decisions as precedent. Surprisingly, this is not the case. In fact, the...

I was not the only one who was perturbed by the Investor Advisory Committee's procedures for considering the Securities and Exchange Commission's proposed rulemaking to lift the ban on general solicitation and Advertising in Rule 506 offerings....

One of the seemingly routine matters at stockholder meetings is the opening and closing of the polls.  Sometimes, votes are close and the outcome of a vote may turn on whether the polls are closed "early" or "late".  For a real-life example, see In re...

Last Friday, I lamented the inadequacy of the notice given by the Investor Advisory Committee for the Securities and Exchange Commission. Not only was notice very short - three days; it requested comments on materials unavailable to the public - the...

Yesterday, the California Court of Appeal issued an opinion addressing two important questions involving the liability of corporations and promoters  Cleveland v. Johnson, Cal. Ct. of Appeal Case No. B233762 (Oct. 11, 2012). The facts of the case are...

I've been attending (and speaking as a panelist at) the National Association of Stock Plan Professionals (NASPP). One of the panels discussed the important, but arcane topic of state unclaimed property (aka escheat) laws. Coincidentally, Volume 5,...

I've been attending the 7th Annual Proxy Disclosure Conference sponsored by CompensationStandards.com & TheCorporateCounsel.net. One of the topics of this very comprehensive program has been the SEC's requirement that companies disclose their...