Judge Slaughter Refuses To Enjoin Physician Gag Statute

Last year, the California legislature enacted statutory changes ostensibly to limit the spread of misinformation and disinformation about COVID-19 by licensed physicians.  2022 Cal. Stats. ch. 938 (AB 2098), See California Legislates Covid-19...

Judge Orrick Rules A Decentralized Autonomous Organization May Be Sued As An Unincorporated Association
Gertrude Stein is famously quoted as having written, "There is no there there". Although Ms. Stein intended a different meaning to the expression, the same statement might be used to describe a "decentralized autonomous organization" or DAO....
Has The Legislature Forgotten Citizens United And The First Amendment?

More than a decade ago, the United States Supreme Court held that government restrictions on independent political expenditures by corporations and labor unions violated the First Amendment to the U.S. Constitution.  Citizens United v. Fed. Election...

California Bill Would Require CEOs to Disavow "Foreign Influence"

Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in connection with a state or...

Legislator Proposes Ban On Foreign-Influenced Business Entity Contributions

The California legislature is currently in recess and is scheduled to reconvene on January 4.  However, some bills have already been introduced, including AB 83 (Lee & Kalra), which would enact the "Get Foreign Money Out of California Elections Act"....

When Does A Corporation Deny Inspection "Without Justification"?

Four years ago, I wrote about an unpublished decision by the Court of Appeal concerning shareholder inspection rights under the California General Corporation Law.  The denouement of that opinion was that the shareholder was permitted to inspect...

SEC Makes Claims But Provides No Data

Recently, Securities and Exchange Commission Commissioner Mark Uyeda recently expressed concern about the the Commission's belief system with respect to its proposed Regulation Best Execution:

Commissioner Uyeda Warns Of Looming Item 402 Letter Deficit, But George Eliot Provides An Answer

Earlier this week, the Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 which provides affirmative defenses to trading on the basis of material nonpublic information. The amendments add...

Staff Says Some Non-GAAP Financial Disclosures Are Beyond Redemptive Disclosure

On St. Lucia's Day (December 13), the staff of the Securities and Exchange Commission published updates to its compliance and disclosure interpretations (CD&Is) with respect to non-GAAP financial measures.  The following new CD&I caught my eye: