California Corporate & Securities Law

Today, the Securities and Exchange Commission proposed a definition of "venture capital fund" for purposes of the new exemption from investment adviser registration under the Investment Advisers Act of 1940. This new exemption was created by Section...

Yesterday, I wrote about a California State Board of Equalization regulation, 18 CCR § 1587, which solemnly declares that canaries are not food animals.  I then recalled that Francois Mitterand's last meal was a small bird, the Ortolan Bunting, that...

In 2003, the Securities and Exchange Commission began requiring companies to disclose "any specific, minimum qualifications that the nominating committee believes must be met by a nominating committee-recommended nominee for a position on the...

I deal with regulations all day long.  Most of them are absolutely somniferous.  However, every once in a while I come across a regulation that is so unexpected that I can't help but wake up, rub my eyes and stare in wonderment.

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Securities and Exchange Commission to issue rules defining "venture capital fund".  As discussed in this earlier post, the definition is needed to implement the...

On Monday, the California Public Employees Retirement System issued this press release stating that it has "adopted a new strategy for engaging underperforming public stock companies through private contacts and proxy actions rather than by posting...

As discussed in this prior post, the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that companies include in their proxy statements not less frequently than every six years "a separate resolution subject to shareholder vote to...

In prior posts I mentioned several California oddities with respect to the often confused concepts of choice of law, choice of forum and choice of venue.  For those who simply can't get enough of the subject, I recommend reading Julie Bisceglia's ...

In 1987, the California Public Employees Retirement System (CalPERS) initiated its "Focus List" program. Under this program, CalPERS identifies companies to a preliminary list. CalPERS then contacts these companies for the purpose of "encouraging"...