California Corporate & Securities Law

The process for converting rice sounds like some medieval torture. Rice is soaked, steamed under pressure, and then dried. While not pleasant, conversion can, and does, occur. The same may not be true for converting a corporation into a flexible...

In Wood v. General Motors Corp., 865 F.2d 395 (1st Cir. 1988), Judge Levin Campbell gave this definition of "agency capture"

Opponents of the Supreme Court's decision in Citizens United v. Federal Election Commission, 130 S. Ct. 876, 558 US 50, 175 L. Ed. 2d 753 (2010) are fighting back in California on numerous fronts. Last month, California State Senator Noreen Evans...

Last summer, I wrote about a new stock exchange - "New U.S. Exchange - It's Better Than A Magic Lantern Show".  What Next?  What Next?

On Monday, Broc Romanek wrote that the SEC's Division of Corporation Finance has issued a new Compliance & Disclosure Interpretation clarifying how say-on-pay proposals should appear on the proxy card. Many may welcome additional guidance from the...

Liberty Mutual Ins. Co. v. Superior Court, 10 Cal. App. 4th 1282 (1992) involved an attempt by a plaintiff to depose the president of an insurance company. In response, the First District Court of Appeal adopted what is known as the "apex doctrine"...

In previous blogs, I've noted the appearance of two new types of California corporations - the flexible purpose corporation and the benefit corporation. Because the laws creating both of these forms took effect on January 1, organizers have been...

No one puts a choice of law provision at the beginning of a contract. They are nearly always relegated to the boilerplate provision at the end. This placement often belies their critical importance. Cases are lost or won on the basis of the choice...

Recent court decisions have faulted the Securities and Exchange Commission for failing to assess adequately the economic impact of proposed regulations. Last year, the U.S. Circuit Court of Appeals spared no words in its assessment of the SEC's...