California Corporate & Securities Law

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...

The Securities and Exchange Commission new "clawback" rules were approved on a divided vote.  The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption.  Tomorrow's election will not result in an...

Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery of erroneously awarded...

This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for...

Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to develop and implement a...

Before Tuesday's election, I wrote about Measure L which would impose a tax on "overpaid executives".  Reportedly, the voters approved the measure 65% to 35%.  The tax is not limited to Exchange Act reporting companies.  It will be interesting to...

"San Francisco is a city of startling events. Happy is the man whose destiny it is to gather them up and record them in a daily [blog]!"*

Most, but not all, publicly traded companies are, or soon will be, drafting the disclosures required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act.  That statute requires the Securities and Exchange Commission to...

Last week, the Securities and Exchange Commission issued interpretive guidance to assist issuers in complying with the pay ratio rule.  At the same time, the Division of Corporation Finance staff issued guidance concerning how companies might use...