California Corporate & Securities Law

Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading. This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its yet-to-be...

The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability companies and limited...

California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met:

Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission.  I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc. announcing...

In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a "reorganization" or sale of...

Last month, Institutional Shareholder Services published its Americas 2022 Proxy Voting Guidelines.  As part of its updated guidelines, ISS has removed the "grace" period for board diversity so that its policy now reads as follows:

Last week, I mentioned my recent visit to Pioche, Nevada. Founded in the late 1800s, the town's early years were marked by an extraordinary level of violence. Although unincorporated, the town remains the county seat of Lincoln County. As the county...

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A)....

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...