California Corporate & Securities Law

The Securities and Exchange Commission's new proxy access requirements are garnering a great deal of attention even though those rules have yet to take effect.  In the meantime, you can still nominate a candidate for election as a director by...

As discussed in this earlier post, the SEC's proxy access rule amendments will soon require many publicly traded companies to include shareholder nominees in their proxy statement and proxy cards.  This rule may reignite old questions about how to...

In July, I posted this item regarding California's Capital Access Company law.  My friend, Lee Petillon, was the mover behind the original legislation.  He is also the author and lead cheerleader for SB 1155 (Dutton & Price).  The Capital Access...

A lot of bills didn't make it out of the legislature by the August 31 deadline.   However, SB 392 (Florez) was one of the fortunate few to make it to enrollment.  If signed into law by Governor Schwarzenegger, this bill will allow limited liability...

Yesterday, the Department of Corporations issued this notice to investment advisers registered with the it.  The notice advises that the Department is adopting the new Part 2 to Form ADV effective October 12, 2010.  The Department has announced the...

Cooking dividends is the practice of declaring a false or "cooked" dividend for the purpose of raising the value of a company's shares.   Apparently, this was a serious problem in the early days of both California and Nevada.  The practice is still...

James McRitchie at Corpgov.net recently made reference to a forthcoming law review article by J.W. Verret at George Mason University School of Law.  Professor Verret posits in various strategems for discouraging shareholder nominations.  He writes...

The legislature has passed and sent AB 1743 (Hernandez) to Governor Schwarzenegger for signature.  If signed into law, this bill will require placement agents with respect to public retirement systems to register as lobbyists.  This would have many...

Yesterday was the end of the current legislative biennium.  Under the California Constitution and legislative rules, this means that any bill not passed before today is now dead.  Cal. Cons. Art. IV, § 10(c), Legislative Joint Rule No. 61(b)(17)).