This spring, John Jenkins reported that the Securities and Exchange Commission staff now declines to declare effective a registration statement if the issuer does not provide a physical address on the cover page of its...more
The California Secretary of State has recently published her report under California's statutes imposing gender and racial/ethnic quotas on the boards of directors of publicly held corporations having their principal...more
In this post, I questioned the accuracy of the California Secretary of State's definition of "publicly held corporation", a term that is used in both the female and underrepresented communities quota statutes. Cal. Corp....more
California’s Assembly Bill (“AB”) 979 is set to make waves both within the state and across the country as a groundbreaking new law that would require companies to diversify their boards and reserve seats for directors from...more
The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more
Board Diversity: A Reflection on Improvement and a Look Ahead for the Coming Decade - In the second half of this decade, diversity and inclusion rose to the forefront of top priorities for many companies. Due to evolving...more
Yesterday, I noted that the California Secretary of State's office is mailing reminder letters to certain "publicly held" and "publicly traded" corporations. The letter explains that these are two different categories...more
The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more
California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older...more
As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required...more
Recently, I wrote about the Nevada Secretary of State's proposal to adopt regulations implementing legislation that imposes a fiduciary standard on brokers. See Nevada Secretary Of State Unveils Proposed Broker-Dealer...more
NRS 628A.020 imposes a fiduciary duty on financial planners. In 2017, the Nevada legislature enacted legislation prohibiting broker-dealers and sales representatives from violating the fiduciary duty imposed by NRS 628A.020....more
California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,...more
The little bird who suggested to us (see last month's ICYMI) that the Oregon Secretary of State would clarify new requirements for Oregon company articles of incorporation and articles of organization (effective January 1,...more
On December 15, 2017, Massachusetts Secretary of State William Galvin announced that his office’s Securities Division (“MSD”) would begin “aggressive policing” of cryptocurrency sales in Massachusetts. The MSD regulates the...more
Many have questioned whether President Donald Trump, who as a businessman called the Foreign Corrupt Practices Act (FCPA) a "horrible law" in 2012, would seek to change the law, its enforcement or both. However, recent...more
Yesterday, the SEC announced that it had filed a complaint against a securities professional alleging that he had defrauded “two institutions he solicited to invest in a shell company he controlled whose name was deceptively...more
Unsuccessful corporations often fall into an eternal desuetude. Having nothing, no one wants to pay the Secretary of State to complete their dissolution. Because they don’t file the required annual lists and pay the annual...more
The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more