California Corporate & Securities Law

On Wednesday, the Securities and Exchange Commission adopted a rule requiring the national securities exchanges and national securities associations to prohibit the listing of any equity security of an issuer that is not in compliance with the...

Since 2008, a total of 38 banks have failed in California (See this list of failed banks). When this happens, the Federal Deposit Insurance Corporation acts as receiver for the bank. Since the FDIC is also an insurer of the failed bank's deposits,...

Earlier this week, the Commissioner of Corporations issued additional proposed changes to Rule 260.204.9.  As explained in this post, the Commissioner extended the current version of that rule until July 12 of this year. 

In this recent post, I discussed a petition submitted by Professor Lucian Bebchuk and nine other academics asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate...

I've often heard the claim that one reason to incorporate in Delaware is that the courts won't surprise you.  When I hear this, I recall the surprise, and even outrage, in the aftermath of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) .  See, e.g., ...

Is a corporation required to have bylaws?  I expect that many attorneys consider anyone who thinks bylaws are not required to be benighted at best.

Section 12(g)(1) of the Securities Exchange Act previously required issuers with total assets of $10 million and a class of equity securities held of record by 500 or more persons to register the security with the Securities and Exchange Commission....

Lawsuits against directors can seem very one-sided with the plaintiffs starting at bat and never having to take to the field to play defense. This may be changing as a result of a very significant decision issued last Friday by the Second District...

In March, the Board of Administration of the California Public Employees Retirement System (CalPERS) initiated the process for the adoption of proposed regulations on personal trading by Board members, executives and various employees. The comment...