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Filing Statements Of Information Online

Last June, the California Secretary of State’s office announced bizfile California, which it described as “a new online portal to help businesses file, search, and order business records quickly and conveniently from one...more

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...more

Standard Of Review Is Clear For Administrative Interpretations Of Statutes And Rules

A few days ago, I noted the Court of Appeal’s opinion in Davis Test Only Smog Testing v. Dept. of Consumer Affairs, 2017 Cal. App. LEXIS 855. That post concerned the Court’s holding that the plaintiffs’ due process rights...more

A Town Without Written Leases And No Litigation

Recently, I visited Tonopah, Nevada, which is located about midway between Las Vegas and Reno. According to legend, the town was founded after Jim Butler discovered a rich ledge of silver ore while chasing his wandering...more

Section 25401 – Does No One Know Its History?

A few years back, I criticized the amendment of California Corporations Code Section 25401 to conform to Rule 10b-5 under the Securities Exchange Act of 1934. See California Creates Complete Chaos By Rewriting Anti-Fraud...more

Attention Investment Advisers: Rules Are Not Statutes

Last week, I cautioned the students in my Securities Regulation class that while it can be helpful to review the SEC filings of other registrants, one should never assume that they are correct. A few days later, I noticed...more

NASAA Issues Report On State Enforcement Actions

The North American Securities Administrators Association recently released its annual enforcement report. The report is based on a survey of the 50 state members of NASAA. The states report data based on either the calendar...more

Attorney General Opines On Lay Representation At Administrative Hearings

Over three years ago, I wrote that California’s Office of Administrative Hearings had requested the California Attorney General provide an opinion answering the following question...more

Nevada Now Requiring Director Names Upon Incorporation

Until this month, incorporators of Nevada corporations to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the...more

Delaware Special Litigation Committee Review “Could Stand A Good Tweaking”

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court’s decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware’s Zapata Corp. v. Maldonado, 430 A.2d 779 (Del....more

New California Law Seeks To Root Out Juror Bias, But What Would Calvin H. Higbie Say?

The right to a jury trial in criminal cases is guaranteed by the Sixth Amendment to the U.S. Constitution and by Article I, Section 16 of the California Constitution. Implicit in the requirement of a jury is the idea that...more

Does The SEC Have Exposure For Tipping Inside Information?

Yesterday, I discussed the recent hack of the Securities and Exchange Systems’ electronic filing and retrieval system commonly referred to as EDGAR. In a written statement disclosing the hack, Chairman Jay Clayton speculated...more

Hacking EDGAR And Insider Trading

SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity...more

How To Win Custody Of A Corporation

In family law, the fights are often over who gets custody of the kids, the pets and the house. Shareholders battle over many things, but you don’t often hear of custody fights in the corporate context. Is it even possible...more

Binary Options And Securities Regulation

Recently, the North American Securities Administrators Association (NASAA) updated and expanded its 2015 advisory warning investors about online binary option schemes. NASAA offers the following explanation of “binary...more

Staff Addresses Family Trusts With Multistate Trustees

When the Securities and Exchange Commission two years 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...more

9/26/2017  /  Rule 147 , Rule 147A , SEC , Trustees , Trusts

Nevada Supreme Court Adopts Delaware’s Direct Harm Test For Derivative Claims

On the same day that the Nevada Supreme Court rejected Delaware’s approach to reviewing special litigation committee determinations, it adopted Delaware’s test for determining whether a shareholder suit is derivative or...more

Did The SEC’s Pay Ratio Guidance Miss Conjunction Junction?

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...more

California Bill May Spur Rewriting Gender Boilerplate

On the penultimate day of the current session, the California legislature passed SB 179 (Atkins & Wiener). If signed into law by Governor Brown, this bill would enact the California Gender Recognition Act. In general, SB...more

Does California Side With Delaware Or New York On Special Litigation Committee Reviews?

As discussed in the two preceding posts, Nevada’s Supreme Court last week decided to adopt New York’s standard of review of special litigation committee recommendations to dismiss stockholder derivative suits. In re Dish...more

Review Of Special Litigation Committee Recommendations

Yesterday’s post limned the Nevada Supreme Court’s adoption of New York’s Auerbach standard of review for special litigation committee recommendations. In re Dish Network Derivative Litigation, 133 Nev. Adv. Op. 61 (2017). ...more

Nevada Favors New York Over Delaware Precedent For SLC Review

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

California Bill Deadline Is Today

Former New York Surrogate Gideon J. Tucker would be happy today. Pursuant to Joint Rule 61(a)(15), today is the last day for California’s legislature to pass bills. Today, also marks the beginning of the legislature’s...more

There’s No Dressing This Up – Item 303(a)(1) Of Regulation S-K Is Unreasonable

In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581). The question presented in Leidos is...more

Nevada Precedes Delaware In Blockchain Legislation

On July 21, 2017, Delaware’s 74th Governor, John Carney, signed SB 69 into law. This legislation amended various provisions of Delaware’s General Corporation Law (Title 8, Delaware Code) ostensibly to establish express...more

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