California Corporate & Securities Law

A lot of bills didn't make it out of the legislature by the August 31 deadline.   However, SB 392 (Florez) was one of the fortunate few to make it to enrollment. If signed into law by Governor Schwarzenegger, this bill will allow limited liability...

Yesterday, the Department of Corporations issued this notice to investment advisers registered with the it. The notice advises that the Department is adopting the new Part 2 to Form ADV effective October 12, 2010. The Department has announced the...

Cooking dividends is the practice of declaring a false or "cooked" dividend for the purpose of raising the value of a company's shares. Apparently, this was a serious problem in the early days of both California and Nevada. The practice is still...

James McRitchie at Corpgov.net recently made reference to a forthcoming law review article by J.W. Verret at George Mason University School of Law. Professor Verret posits in various strategems for discouraging shareholder nominations. He writes...

The legislature has passed and sent AB 1743 (Hernandez) to Governor Schwarzenegger for signature. If signed into law, this bill will require placement agents with respect to public retirement systems to register as lobbyists. This would have many...

Yesterday was the end of the current legislative biennium.  Under the California Constitution and legislative rules, this means that any bill not passed before today is now dead.  Cal. Cons. Art. IV, § 10(c), Legislative Joint Rule No. 61(b)(17)).

Last week, the California Attorney General filed this 89 count criminal complaint against three individuals. The complaint alleges that these individuals offered and sold securities without qualification under the Corporate Securities Law of 1968....

Last week, the Securities and Exchange Commission adopted its final changes to the federal proxy rules. These new rules will require public companies, under specified circumstances, to include in their proxy materials information about, and the...

The nice thing about being a corporate and securities lawyer is that I'm never at a loss for new reading material. Just as I was beginning to despair about what to read after the Dodd-Frank Act, the Securities and Exchange Commission issued its...