California Corporate & Securities Law

On June 30, 2002, President Bush signed the Sarbanes-Oxley Act into law (for a trip down memory lane, you can read Broc Romanek's post reporting that momentous event here).  Less than a month later, Governor Gray Davis signed AB 270 (Correa) into...

A corporate employer controls its employees.  A sole shareholder controls the corporation.  Is the shareholder an "employer"?  A California Court of Appeal answered this question last week in Leek v. Cooper.

Many out-of-state practitioners are surprised to learn that California has special statutory provisions governing a merger when a constituent corporation (Section 161) or its parent (Section 175) owns, directly or indirectly, more than 50% of the...

San Diego Securities Law Conference

One might expect that the rights and duties of a California issuer with respect to the registration of transfer of investment securities would be governed by California law. After all, Section 8110(a) of the California Uniform Commercial Code...

The hasting days fly on with full career while the SEC proceeds with rulemaking to implement the Dodd-Frank Act's changes to the regulation of investment advisers. Last week, Associate Director Robert E. Plaze in the SEC's Division of Investment...

Previously, I've discussed the effort to create a new species of corporation - the flexible purpose corporation.  To this end, Senator Mark DeSaulnier has introduced SB 201. The Senate Judiciary Committee heard and passed the bill yesterday...

In this post last month, I wrote about SB 861 authored by Senator Ellen Corbett.  This bill would prohibit a "scrutinized company" from bidding on or submitting a proposal for a contract with a state agency.  Although the bill was amended on April 7,...

I've been highlighting some Rule 14a-8 no action letters concerning California Corporate law.  This March 14 post discussed an unsuccessful request to exclude a proposal relating to cumulative voting and this March 18 post covered a successful...