California Corporate & Securities Law

In September 2009, I submitted a petition to the California Office of Administrative Law (OAL) for a determination that CalPERS' placement agent disclosure guidelines constituted illegal, underground regulations. Although the OAL accepted my...

A few years back, I had the great pleasure of serving with Bruce Dravis as Co-Chairman of the Corporations Committee of the Business Law Section of the California State Bar.  The American Bar Association's Business Law Section will soon be releasing...

In 2003, California Senator Martha Escutia introduced a bill to make "technical nonsubstantive changes" to a provision of the California Civil Code dealing with construction defects. The bill passed out of the Senate and the Assembly without...

When shares of a California corporation are subject to a restriction on transfer or other specified conditions, Section 418 of the California Corporations Code requires that this fact "appear on the certificate, the initial transaction statement,...

In this blog posting from last June, I mentioned briefly the phenomenom of secondary trading in the shares of companies not subject to the periodic reporting requirements of the Securities and Exchange Commission.  In this article for the Daily...

Last week, the Ninth Circuit Court of Appeals issued its opinion in U.S. v. Goyal, No. 08-1436 (Dec. 10, 2010). This case involved an appeal by the former Chief Financial Officer of Network Associates, Inc. (now known as McAfee, Inc.). This...

In Scandinavia, December 13 is celebrated as St. Lucia's day. I my wife's family, this means the oldest daughter dressing in a white gown with a red ribbon, wearing a crown of candles (electric) and bringing a tray of saffron buns and coffee....

Some issuers prefer not to issue actual shares to their employees but want their employees to share in any appreciation in the value of their shares. A phantom stock plan is one way to achieve this result. Of course, their are tax (including IRC §...

The Supreme Court heard oral arguments in Janus Capital Group, Inc. v. First Derivatives Traders on Tuesday.  You can read the transcript here.  The SCOTUSblog posts transcripts of oral arguments. If you are not up to reading the entire transcript,...