California Corporate & Securities Law

Today, the California Senate Environmental Quality Committee is scheduled to hear SB 260, aka the Climate Corporate Accountability Act.  This bill would require the California Air Resources Board to adopt regulations develop and adopt regulations...

Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs. The challenge then becomes how to resurrect...

State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not detail who can or cannot...

Muddy Waters is a firm engaged in financial analysis and short selling. After taking a short position in the stock of a publicly traded Chinese company, Muddy Waters published two negative reports referring to the company on a website. The Chinese...

The California Corporate Securities Law of 1968 declares it unlawful for any person to offer or sell in this state any security in an issuer, nonissuer, or reorganization transaction unless the sale has been qualified or is exempt or otherwise not...

In March, the Securities and Exchange Commission announced its first securities enforcement action involving the "dark web".  The SEC's complaint describes the "dark web" as referring to "a subset of the deep web that is intentionally hidden,...

Liz Dunshee at TheCorporateCounsel.net this morning refers to one of my earlier posts on the California Secretary of State's most recent Women on Boards report and adds some additional thoughts here. 

Eight years ago, the California legislature established a fund to compensate victims of corporate fraud. Cal. Stats. 2012, Ch. 564. The Secretary of State administers the fund, but has no authority to investigate or bring enforcement actions against...

Jesse Fried is the Dane Professor of Law at the Harvard Law School.  He and  Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate governance and executive...