California Corporate & Securities Law

Determining whether shareholder approval of a proposal has been obtained can be tricky. This is all the more difficult in California because the Corporations Code includes a variety of voting rules. One of these is Section 153 which defines...

As a reminder, the comment period ends today on the Department of Corporation's proposal to add a new rule, 260.004.1, to address concerns about the Court of Appeal's holding in People v. Cole, 156 Cal. App. 4th 452 (2007). In that case, the court...

More than a decade ago, the Securities and Exchange Commission adopted rule amendments that allow for the delivery of a single set of proxy materials to shareholders who share a single address. This is often referred to as "householding". Many...

The Corporate Securities Law prohibits the offer and sale of a security in an issuer transaction "in this state" unless the sale is (a) qualified; (b) the security is exempt from qualification; (c) the transaction is exempt from qualification; or...

Regulation S has been available for two decades. The rule establishes nonexclusive safe harbors for offers, sales and resales of securities outside the United States. Over the years, many foreign and domestic issuers have relied upon the rule to...

Last week, I mentioned that the Department of Corporations' source of money is a special fund in the state's budget. This special fund is known as the "State Corporations Fund" and it typically receives the bulk of its cash inflows from licensing...

Earlier today, the Securities and Exchange Commission issued its final pay-to-play rule. Among other things, the rule prohibits investment advisers from providing advisory services for compensation to a government client for two years after the...

When forming a subsidiary corporation, many lawyers rely on the exemption contained in Corporations Code Section 25102(f) or upon federal preemption via Corporations Code Section 25102.1(d). Both of these sections require the filing of a notice with...

As noted in a post last Friday, employees at the Department of Corporations have returned to working on the first three Fridays of each month. This is good news for state employees because they will now get paid for those days. However, this good...