On September 30, 2018, California enacted SB 1235, codified at California Financial Codes sections 22800–22805. SB 1235 requires that an offer of commercial financing for $500,000 or less be accompanied by disclosures of: (1)...more
Last week, the United States General Services Administration, Department of Education, and Department of Health and Human Services sent a letter to Alan M. Garber, the President of Harvard University, and Penny Pritzker, Lead...more
Three years ago, the Securities and Exchange Commission issued a nearly 500 page rule proposal that would require registrants to provide certain climate-related information in their registration statements and annual...more
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more
While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada. Last Friday,...more
I recently published a post questioning the legality of the California Air Resources Board's Enforcement Notice. The California legislature charged CARB with the responsibility of implementing SB 253 (Wiener) and SB 261...more
Recently, UCLA Professor Stephen Bainbridge posted this critique of California's climate disclosure laws - SB 253 and SB 261. Readers of this blog will recall that SB 253 requires "reporting entities" to disclose Scope 1, 2...more
Last year, the California legislature enacted two bills, SB 253 and SB 261 that purport to impose burdensome disclosure mandates on businesses. The legislature did so in spite of obvious constitutional infirmities. It was...more
In February, I noted that the Chamber of Commerce of the United States of America and several others filed suit in the Central District Court challenging two laws passed last year. SB 253 (Wiener) compels disclosure of...more
A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023. Stephen Choi, Mitu Gulati, Xuan Liu, and Adam...more
Last year, I commented on the likely unconstitutionality of two California laws compelling forced speech...more
Beginning on January 1, 2024, a new law, the Corporate Transparency Act (CTA), requires certain business entities for the first time to disclose beneficial ownership information (BOI) to the U.S. Department of Treasury’s...more
The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation. Cal. Corp. Code § 603(a). When shareholder action is taken by...more
According to this article by Carta, nearly 40.7% of all venture capital raised on its platform in the first quarter of this year went to companies headquartered in California. This sounds impressive, but it represents a...more
The Fifth Amendment to the United States Constitution provides that “no person shall be … deprived of life, liberty, or property without due process of law.” A similar due process mandate is imposed on the states by the...more
The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 requires description of the...more
I have been writing about a bill, SB 261, that would would require businesses to prepare and submit climate-related financial risk reports. On May 30, 2023, the bill passed out of the Senate on a 27-8 vote....more
Earlier this week, the Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 which provides affirmative defenses to trading on the basis of material nonpublic...more
On St. Lucia's Day (December 13), the staff of the Securities and Exchange Commission published updates to its compliance and disclosure interpretations (CD&Is) with respect to non-GAAP financial measures. The following new...more
The Securities and Exchange Commission's last week adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery of...more
Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to...more
In 1972, the Securities and Exchange Commission announced its "policy not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order...more
Earlier this week, the Securities and Exchange Commission issued a proposed rule change that would require companies to make specific climate-related disclosures when filing a Securities Act or Exchange Act registration...more
The Securities and Exchange Commission recently proposed to amend its rules to require issuers to disclose share repurchases on a new Form SR which must be furnished "before the end of the first business day on which the...more
Earlier this week, the Securities and Exchange Commission proposed to amend its rules to require issuers to disclose share repurchases within one business day on a new Form SR. The SEC basis its proposal on its thesis that...more