California Corporate & Securities Law

Last week, I expressed surprise in this post about the California Public Employees Retirement System's recent announcement that it plans to abstain on a proposal by Massey Energy Company to jettison cumulative voting. My surprise was based on the...

Many lawyers have received calls from clients asking about notices that they have received regarding state and local government filings. Sometimes, these notices warn that corporate minutes must be prepared. Other notices request information...

Yesterday, Governor Arnold Schwarzenegger signed AB 1743 (Hernandez). As discussed in previous posts, this bill will required placement agents for funds and advisers seeking access to CalPERS to register as lobbyists. As such, they will not be able...

California has a strong historical bias in favor of cumulative voting in the election of directors. In fact, California's 1879 Constitution enshrined cumulative voting as a constitutional right. Cal. Const. of 1879, Art. XII, § 12 (repealed). The...

Yesterday, Governor Arnold Schwarzenegger signed into law SB 1155 (Dutton). This bill amends California's unique Capital Access Company Law. That law was enacted to take advantage of the exemption set forth in Section 6(a)(5)(A) of the Investment...

As has been discussed in earlier posts, Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the exclusion of the value of an investor's primary residence for purposes of the net worth determination under...

On September 16, I wrote that SB 392 (Florez) had been "held at desk" pursuant to Joint Rule 57. SB 392 would allow an LLC to be licensed as a contractor. Cal. Const. Art. IV, § 10(b)(2) provides that any bill passed before September 1 (SB 392 was...

"Bulk" is a word that comes into English from the Old Norse language. It refers to a pile of goods - presumably at the bottom of a Viking ship. With the growth of commerce, creditors became concerned that merchants would acquire an inventory - a...

John F. Banzhaf III is a law professor who in the 1960s became interested in voting and voting power.  See Weighted Voting Doesn't Work: A Mathematical Analysis, 19 Rutgers Law Review 317 (1965). In ensuing years, Professor Banzhaf has attracted...