Why Taking A Doughnut, A Danish, and A Bagel Might Or Might Not Invite Gluttony - How Should The List Of Exceptions In Section 25103(e) Be Understood?
Posted on August 28, 2024

Yesterday's post concerned the exemption from the qualification requirement of the California Corporate Securities Law for most changes in the rights, preferences, privileges, or restrictions of outstanding securities found in Corporations Code...

The Meaning Of Moot Is Moot
Posted on August 02, 2022

The Securities and Exchange Commission recently proposed amendments that would purportedly "update certain substantive bases for exclusion of shareholder proposals" under its shareholder proposal rule, Rule 14a-8. Before 1983, Rule 14a-8(i)(10)...

It's Official! SEC Agrees "Shall" Is Ambiguous
Posted on February 09, 2021

Nearly a decade ago, I commented on the ambiguity that inheres in "shall":

Calcorporatelaw.com And The Library Of Congress
Posted on November 13, 2020

The U.S. Library of Congress is more than just printed books.  Among the millions of books, recordings, photographs, newspapers, maps and manuscripts in its collection, it maintains a legal blawgs web archive. The Library describes this collection as...

Could There Be A Difference Between "Would" And "Should"?
Posted on August 25, 2020

Recently, I was involved in a discussion of legal opinions regarding issues of significant legal uncertainty. The 2005 Report of the erstwhile Corporations Committee of the equally erstwhile Business Law Section of the still existing State Bar of...

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