California Corporate & Securities Law

Earlier this month, the Securities and Exchange Commission added a new paragraph (i) to Item 407 requiring a company to describe any practices or policies regarding hedging transactions. The fact that the SEC took this action should have been no...

Earlier this week, the Securities and Exchange Commission adopted a new rule that will require a company to describe any practices or policies it has adopted regarding the ability of its employees (including officers) or directors to purchase...

Seven years ago, Professor Robert Jackson joined 9 other academics in petitioning the SEC to adopt a rule requiring disclosure of political spending. Professor Jackson is now an SEC Commissioner. Not surprisingly, Commissioner Jackson supports the...

Like Agur, I find some things are beyond my ken.  It is, for example, beyond my understanding why the Securities and Exchange Commission thought it would be a good idea to use three different measures of time in Rule 144.   

Yesterday, I wrote that the Securities and Exchange Commission is reportedly looking into rounding of earnings per share. The point of my post was to call attention to the fact that there is more than one way to round numbers. Rounding is intended...

Last week, Dave Michaels at The Wall Street Journal reported that the Securities and Exchange Commission is looking into whether companies were improperly rounding up their earnings per share to the next highest cent. The SEC's inquiry was...

I see the following disclosure in many Form 10-Ks:

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...

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an "emerging growth company".  Recently, the Securities and Exchange Commission