Companies often include a choice of law provision in their equity and other compensation plans. Some companies include a choice of law in the award agreement, either in lieu of, or in addition to, the plan document. ...more
John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers? He notes...more
Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation...more
Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at...more
Broc Romanek reported yesterday that the staff of the Securities and Exchange Commission will no longer require “Tandy Letter” disclaimers in responses to staff comments. Among other things, the Tandy Letter policy required...more
Writing in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Catherine Skulan and Raj Marphatia provide an interesting overview of California’s recently enacted alternative investment vehicle fee...more
The Supreme Court of the United States is sometimes referred to by the initialization – SCOTUS – as in the well regarded SCOTUSblog. Scotus is also a name attached to one of the most famous scholars of the High Middle Ages –...more
I spent the better part of last week writing about California Corporations Code Section 315. The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the...more
I spent most of last week discussing California Corporations Code Section 315. As a reminder, that statute prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the obligation of,...more
In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or...more
Although both Section 315 of the California Corporations Code and Section 402 of the Sarbanes-Oxley Act purport to ban loans to directors and officers, there are significant differences between these statutes. Below is a...more
Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn’t define “loan”, it may not always be clear...more
California banned loans to directors and officers decades before Congress thought of doing so as part of the Sarbanes-Oxley Act of 2002. Current Corporations Code Section 315 prohibits corporations from making loans of money...more
The California Finance Lenders Law defines a “finance lender” as anyone that is engaged in the business of making consumer loans or making commercial loans. Cal. Fin. Code § 22009. Knowing the definition of “finance lender”...more
Transfer agents provide a number of crucial services, primarily for publicly traded companies. Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and...more
On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20%...more
Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have officers....more
Mobile West LLC v. City & County of San Francisco, 2016 Cal. App. LEXIS 769 (1st Dist. Sept. 15, 2016) is not the kind of case that I typically write about in this blog. After all, it has nothing to do with corporate,...more
I have previously commented on the phenomenon of what I call the “tweener” corporation. See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not...more
Stockholders in closely held corporations often operate their companies as if they were partnerships. Does that mean that the stockholders, like partners, owe fiduciary duties to each other?...more
Earlier this week, the Securities and Exchange Commission announced that a self-styled “stock trading whiz kid” and his Los Angeles, California company have agreed to pay $1.5 million to settle a complaint for violations of...more
State securities regulators serve an important local enforcement function. In fact, state securities regulation precedes federal regulation by more than two decades. The North American Securities Administrators Association...more
Readers familiar with the Nicene Creed will instantly recognize the phrase “begotten, not made”. I won’t wade into the theological meaning of this phrase, but I cite it as an example of the importance that can be attached to...more
In 2007, Nevada imposed an interesting limitation, the charging order, on the ability of creditors to foreclose on shares of closely-held Nevada corporations. Here’s how the Nevada Secretary of State’s website describes the...more
The Nevada Secretary of State’s website unabashedly proclaims “Nevada is the second most popular commercial filing jurisdiction in the country, due largely to our favorable business laws and low-tax environment.” The website...more