California Corporate & Securities Law

Some California employers may soon be joining Elizabeth Pain and her more famous, albeit fictional, sister in shame, Hester Prynne.  On October 9, 2011, Governor Jerry Brown signed SB 459 (Corbett) into law. Among other things, this bill adds Section...

Two weeks ago, the National Association of Secretaries of State held a business identity theft forum in Atlanta, Georgia.  California Secretary of State Debra Bowen moderated a panel on "Fostering Intergovernmental Coordination in the Detection and...

The geographic reach of California's statutes continues to be tested in the courts. In a recent class action lawsuit challenging the defendants' mortgage marketing and sales practices, the plaintiffs sued under, among other statutes, California's...

Although Broc Romanek recently reported that so far this year 43 companies have failed  to achieve majority support for "say-on-pay", the reality is that this is a miniscule percentage of the total number of publicly traded companies.

This is no premature pesce d'aprile joke. Yesterday, the Nevada Secretary of State actually issued a media advisory announcing "A Twenty-Foot-Tall Alien Invades Secretary of State's Office." Nevada is, after all, home to the famous government...

When I first began practicing law, conversion was a subject for religious, not corporate, law. Now, the California Corporations Code authorizes a broad range of conversion transactions. Unfortunately, the conversion statutes require a careful...

At a meeting last week, the Policy Subcommittee of the Investment Committee of CalPERS' Board of Administration considered amendments to CalPERS' Global Principles of Corporate Governance.  CalPERS uses these principles as the framework for its proxy...

We all have a sense of how voting should work. Voting, however, is a very complicated subject and one in which errors are frequently made. Companies may incorrectly describe the vote required, misstate the effects of broker non-votes, or incorrectly...

Many rich people establish "family offices" to provide investment advisory services to family members. Section 409 of the Dodd-Frank Act excludes "family offices" from the definition of "investment adviser" under the Investment Advisers Act of 1940....