Last November, I joined Professor Stephen Bainbridge (UCLA Law School) and James Copland (Director, Center for Legal Policy at the Manhattan Institute) in submitting this comment letter opposing ISS' proposal to change its case-by-case approach to...
Has ISS Moved From Advice To Advocacy?
Posted on January 19, 2012
Enforcing Form D Filings - A Misguided State Policy
Posted on January 18, 2012
The American Bar Association's Committee on State Regulation of Securities publishes The Blue Sky Bugle, a newsletter for lawyers who deal with the state regulation of securities. In a column for the December issue, Alan Parness of Cadwalader,...
Governor Proposes To Consolidate The DFI And DOC
Posted on January 17, 2012
Article IV, Section 12(a) of the California Constitution requires the Governor to submit to the legislature a proposed budget for the ensuing fiscal year within the first ten days of the calendar year. Governor Jerry Brown met this deadline by...
Court Rules That Section 25400 Requires That Manipulative Conduct Occur Within California
Posted on January 13, 2012
Overstock.com, Inc. filed a lawsuit in the San Francisco Superior Court alleging that various investment firms had caused the price of its shares to decline by manipulating the securities markets. Earlier this week, Judge John E. Munter granted...
Say It Isn't So! Section 25102(f) To Be Amended To Condition The Exemption On Filing An "F" Notice?
Posted on January 12, 2012
The California Senate Banking and Finance and the Assembly Business, Professions and Economic Development committees have scheduled a joint informational hearing on hard money lending for January 18, 2012. According to the proposed agenda,...
Nevada Enacts New Default Standard For Calling Into Board and Stockholder Meetings
Posted on January 11, 2012
Formerly, Nevada permitted members of boards of directors and board committees to participate in meetings by means of a telephone conference or similar methods of communication. Stockholders were likewise permitted to participate in stockholder...
California's Two New Corporate Forms - And The Winner Is . . .
Posted on January 10, 2012
Recently, Marc Lifsher wrote this story for the Los Angeles Times regarding California's new "Benefit Corporation Law". He reports that "Chief executives, led by Yvon Chouinard, the founder of Patagonia, a 56-year-old seller of outdoor apparel and...
If The Secretary of State Bounces Your Filing, Examine Your Purposes And Your Capitalization
Posted on January 09, 2012
While I haven't taken a formal poll, I'm sure that many California corporate attorneys have had the unfortunate experience of having a filing "bounced" by the California Secretary of State's office. Rejections are most often due to some technical...
Will The "Fourth Branch" Rewrite California's Corporate Law?
Posted on January 06, 2012
Voters - The "Fourth Branch" of Government
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