California Corporate & Securities Law

One might expect that the rights and duties of a California issuer with respect to the registration of transfer of investment securities would be governed by California law. After all, Section 8110(a) of the California Uniform Commercial Code...

The hasting days fly on with full career while the SEC proceeds with rulemaking to implement the Dodd-Frank Act's changes to the regulation of investment advisers. Last week, Associate Director Robert E. Plaze in the SEC's Division of Investment...

Previously, I've discussed the effort to create a new species of corporation - the flexible purpose corporation.  To this end, Senator Mark DeSaulnier has introduced SB 201. The Senate Judiciary Committee heard and passed the bill yesterday...

In this post last month, I wrote about SB 861 authored by Senator Ellen Corbett.  This bill would prohibit a "scrutinized company" from bidding on or submitting a proposal for a contract with a state agency.  Although the bill was amended on April 7,...

I've been highlighting some Rule 14a-8 no action letters concerning California Corporate law.  This March 14 post discussed an unsuccessful request to exclude a proposal relating to cumulative voting and this March 18 post covered a successful...

Yesterday, the Ninth Circuit Court of Appeals issued an opinion in a federal tax refund suit that spends a surprising amount of time discussing whether the plaintiff could be subject to suit under Section 16(b) of the Securities Exchange Act of 1934.

William Bedsworth is an Associate Justice of the California Court of Appeal, a former NHL goal judge, and a long-time columnist for the Orange County Lawyer. If you've never read his nationally syndicated, award winning, legal humor column, "A...

Yesterday, CalPERS and CalSTRS issued this joint press release announcing that they have commissioned The Corporate Library, a private business that is part of GovernanceMetrics International, to develop the Diverse Director Database. The Corporate...

California has codified various legal and equitable maxims in its Civil Code. However, a quick read of some of these maxims leaves one wondering whether the legislature has simply codified the sayings of Yoda.