California Corporate & Securities Law

In reviewing recent proxy statement filings with the Securites and Exchange Commission, I've noted a great deal of confusion regarding the vote required for approval of the newly mandated advisory resolution on the frequency of shareholder votes on...

More than a year ago, I petitioned the California Public Employees Retirement System to adopt placement agent disclosure regulations in accordance with the California Administrative Procedure Act. Last Friday, the California Office of Administrative...

In recent weeks, a number of stories have appeared in the press regarding "reverse mergers" involving shell corporations and Chinese companies.  For example, Joshua Gallu wrote this story for Bloomberg last December.

Earlier this week, Shelly Banjo wrote this story for The Wall Street Journal about religious facilities that are unable to meet their debt obligations. Ms. Banjo notes that many religious groups have relied on bond financing to acquire, build or...

Another California Pay-to-Play Story?

Because the Dodd-Frank Act requires the adoption of so many new regulations, I like to say that the other shoe (or more likely a whole closet full of shoes) remains to be dropped. One large shoe that is yet to be dropped is how the Securities and...

As I wrote in this early posting, California is ground zero for the venture capital industry. Many of our most succesful and innovative companies have been funded by the venture capital industry. Thus, it is good to see that Commissioner Preston...

As a condition to qualification, the Commissioner of Corporations may impose a restriction on the subsequent transfer of the securities being qualified. Cal. Corp. Code § 25141. Rule 260.141.10 describes the general circumstances under which the...