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
Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they...more
In this post, Professor Stephen Bainbridge takes the Securities and Exchange Commission to task for investigating Activision's employment practices...more
Every publicly traded California corporation and every publicly traded foreign corporation that is registered with the California Secretary of State to transact intrastate business must file an annual Corporate Disclosure...more
California currently imposes unique disclosure requirements on publicly traded corporations. See California Joins The Parade: The California Corporate Disclosure Act, 16 Insights 21 (2002). These disclosures are at best...more
Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring, to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of...more
Nearly a decade ago, I commented on the ambiguity that inheres in "shall"...more
Over five years ago, the Securities and Exchange Commission proposed amendments to its Rules of Practice to require persons involved in SEC administrative proceedings to file and serve documents electronically. I was the...more