California Corporate & Securities Law

Practitioners who deal with multi-member commissions and boards here in California are likely to have heard of this state's open-meeting law - The Bagley-Keene Open Meeting Act, Government Code Sections 11120-11132. The Act includes a surprisingly...

If you incorporate a corporation in Nevada, you will be required to file an annual list of officers and directors with the Nevada Secretary of State. NRS 78.150(c). There is nothing terribly unusual about this. California has a similar requirement....

In Monday's post, I quoted Justice Antonin Scalia and Bryan Garner quoting Jeremy Bentham. Although Bentham studied, wrote about and criticized the law, he did not practice it. He is most famously known for his association with the doctrine of...

When it comes to challenging the status quo of securities regulation, Bulldog Investors lives up to its name.  In 2006, Bulldog's principal, Phillip Goldstein, successfully challenged the Securities and Exchange Commission's hedge fund rule.  ...

In Section 201(a)(1) of the Jumpstart Our Business Startups (JOBS) Act, Congress ordered the Securities and Exchange Commission to amend Regulation D to permit general solicitation or general advertising in offerings made under Rule 506, provided...

When Congress says that an agency "shall" adopt a rule, is there any room for discretion on the part of the agency?  That was the question for U.S. District Court Judge Robert L. Wilkins in International Swaps & Derivatives Ass'n v. U.S. Commodity...

A few weeks ago, I purchased a copy of Reading Law: The Interpretation of Legal Texts by Justice Antonin Scalia and Bryan Garner. According to the cover, the authors "carefully and engagingly explain 57 valid canons of construction and dispel 13...

In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund.  Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted.  In a devastating article published last fall by the ...

Yesterday, Broc Romanek wrote this post about a new study from the Center for Political Accountability and the Zicklin Center for Business Ethics Research at the University of Pennsylvania's Wharton School. This study focused on the political...