California Corporate & Securities Law

CalPERS' Domestic Principles of Accountable Corporate Governance (United States) unequivocally assert:

Anyone who has picked up a prospectus or a private placement memorandum has undoubtedly seen, if not read, various legends and other warnings.  Recently, I came across the following legend in an offering document:

Proxy Access Meets Private Ordering

In an earlier post, I wrote about the ambiguity that inheres in the use of the word "shall".  In researching the topic, I discovered that last fall, President Barack Obama signed the "Plain Writing Act of 2010" into law. Ironically, the Act requires...

In November, the U.S. House of Represantatives passed the Entrepreneur Access to Capital Act, HR 2930, to create a new exemption under the Securities Act of 1933 for "crowdfunding" meeting specified conditions. About the same time, the U.S. Senate...

In 2007, a California Court of Appeal upheld the convictions of two officers/directors for engaging in unlicensed broker-dealer activity in violation of Corporations Code Section 25210.  People v. Cole, 156 Cal. App. 4th 452 (2007). Neither...

The California State Teachers' Retirement System (aka CalSTRS) claims to be the largest teachers' retirement fund in the United States with assets of $148,000,000,000 at October 31, 2011. A 12 member board administers CalSTRS. The Board is comprised...

Earlier this week, Lee Romney wrote this story for the Los Angeles Times about cooperatives.  As I mentioned in this post from last March, California had a strong proponent of worker cooperatives over a century ago in the person of none other than...

As most securities lawyers know, California requires that the offer and sale of securities in an issuer transaction must be qualified unless the security or transaction is exempt or not subject to qualification. Cal. Corp. Code § 25110. The number...