California Corporate & Securities Law

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...

Closely held issuers often include a repurchase right in their equity award agreements.  I expect that in most cases, shareholders will comply with these provisions.  When a shareholder doesn't, the company's most obvious cause of action will be for...