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Were The SEC's Pay Ratio Rule Efforts Valiant?

James D.C. Barrall recently published a listing of ten consensuses on CEO pay ratio planning.  He begins with the following:

"More than seven years after the enactment of the Dodd-Frank Act, the CEO pay ratio rule is finally set to require...

JAMES D.C. Barrall, pay ratio, Uncategorized

Judge Alex Kozinski On Debt Versus Equity

Judge Alex Kozinski succinctly frames the debt versus equity battle in this opinion issued yesterday:

It’s a timeless and tiresome question of American tax law: Is a transaction debt or equity?  The extremes answer themselves.  The classic equity...

Uncategorized, alex kozinski, debt versus equity, hewlett-Packard v. Commissioner

More On Disclosure Under SEC Rule 701(e)

As mentioned yesterday, Corporation Finance (often referred to as "Corp Fin") recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e).  I find myself befuddled by the following...

Uncategorized, 701(e), Compliance and Disclosure Interpretation, Corp Fin

What's The Plural Of Condominium?

Wednesday's post was entitled "Condominiums And The California Corporate Securities Law".  Today's post concerns whether I used the proper plural form of "condominium".

"Condominium" is derived from the Latin words, cum and dominium.  Cum means with...

California Securities Laws, Markley v. City Council, second declension, Uncategorized, condominium, Hornstein v. Berry

What Is A Foreign Registrant And Why Must They Translate Their Names?

Earlier this week, the Securities and Exchange Commission proposed amendments to Regulation S-K, and related rules and forms.  According to the SEC, these are intended to modernize and simplify certain disclosure requirements in a manner that...

Regulation S-K, foreign registrant, name, Uncategorized, Item 501, translate

Staff Addresses Family Trusts With Multistate Trustees

When the Securities and Exchange Commission two years ago proposed amendments to Rule 147 and adoption of Rule 147A, I commented on an issue that I foresaw with respect to family and other non-business trusts:

Proposed Rule 147 does not address how...

Uncategorized, compliance and disclosure, family trust, intrastate offering, Rule 147, Rule 147A

Multifarious Meanings of "Person"

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious.  Section 18 of the Code, which applies to the...

nonprofit corporation law, person, revised uniform limited liability, uniform limited partnership act, Uncategorized, Corporations Code

Ever Hear Of A Emphyteutic Leasehold?

I have often remarked on the debt that the Anglo-American legal lexicon owes to French and Latin.  Greek has made a much smaller contribution.  In reading Professor Peter Heather's The Fall of the Roman Empire: A New History of Rome and the...

Uncategorized, emphyteusis, emphyteuta, emphyteutic, lease, Roman law

Professor Robert J. Jackson Jr. Nominated To Become A Member Of The Securities And Exchange Commission

As Broc Romanek noted yesterday, President Donald Trump has nominated Columbia Law School Professor Robert J. Jackson, Jr. to become a member of the Securities and Exchange Commission.  Over the years, Professor Jackson's name has made several...

nominated, Robert L. Jackson, SEC, Uncategorized, 101 Geo. L.J. 923, lucian bebchuk, Shining light on Corporate Political Spending

A Permit To Negotiate - Really?

It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from or not subject to...

California Securities Laws, negotiating permit, Uncategorized, 35 persons, Commissioner of Business Oversight, exempt, qualification, qualified, Rule 260.102.1, section 25110

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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