Typically, corporate bylaws provide that officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors. This right of removal is consonant with…more
Yesterday morning, the Little Hoover Commission voted to approve the Governor’s Reorganization Plan, subject to the members appointed by the Speaker of the Assembly (Mark Vargas) and the Senate Rules Committee (Jonathan Shapiro)…more
When I first started practicing law, the idea of the limited liability company had yet to be birthed. A decade later, I co-authored an article speculating on whether California would enact a limited liability company law: Are…more
Crowdfunding Caveats Issued
To say that the North America Securities Administrators Association was not pleased when Congress enacted the JOBS Act is like saying that Captain George Pollard and his crew had an unpleasant…more
Supreme Court says “no” to Bulldog
In March, I wrote that the Bulldog group of funds had asked the United States Supreme Court to determine the constitutionality of Massachusetts’ ban on general solicitations in connection…more
In yesterday’s post, I mentioned the very recent decision by the U.S. Supreme Court in U.S. v. Home Concrete & Supply, LLC (April 25, 2012). The underlying fight was about a tax deficiency, but the legal question was whether…more
Consider a board with a total of five authorized members but with only three members in office. The board is facing a various contentious decision on whether to engage in a transaction. Two of the board members favor approval…more
In 1996, the California legislature enacted SB 261 (Beverly) which established an exemption, Corporations Code Section 25102(o), for the offer or sale of securities by a corporation pursuant to an option plan or agreement…more
Last June, reporters Charles Piller and Robert Lewis wrote this story about “hard-money” lending abuses in Nevada County. One might expect that they were writing about high interest rates and harsh loan terms. It turns out…more
Last month the Securities and Exchange Commission announced the formation of a new Investment Advisory Committee. Section 911 of the Dodd-Frank Act created the committee to advise the SEC on:
-regulatory priorities,
…more
Do deadlines really matter? The answer is - ”it depends”.
At the Civil War military prison at Camp Sumter near Andersonville, Georgia, the “dead line” clearly mattered – as reflected in the Secretary of War’s report of the…more
Recently, I wrote about a bill, SB 1208 (Leno), that would require disclosure of total compensation information with respect to each of a corporation’s five most highly compensated retirees. This requirement would be imposed on…more
In 2005, the birdwatching world was stunned by the announcement of the re-discovery of the Ivory-Billed Woodpecker, a magnificent member of the Picidae family thought to have become extinct more than a half century ago. At the…more
In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund. Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted. In a devastating article published…more
Senate Bill No. 497, enacted into law in 2001, amended the Lot Line Adjustment (LLA) provisions of § 66412 (d) of the Subdivision Map Act. Since that time, the interpretation and implementation of that law has been as varied as…more
