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Were The SEC’s Pay Ratio Rule Efforts Valiant?

James D.C. Barrall recently published a listing of ten consensuses on CEO pay ratio planning. He begins with the following...more

Another Foolish Inconsistency – This Time For Broker-Dealers

Yesterday’s post chided Glass, Lewis & Co., LLC for its inconsistent positions on majority rule. Today’s post tackles a foolish inconsistency in the California Codes. Section 25217(c) of the California Corporations Code...more

Court: Operating Agreement Did Not Grant Terminated Employees Lifetime Jobs

An employment agreement is one thing and an operating agreement quite another. In ITV Gurney Holding Inc. v. Gurney, Cal. Ct. Appeal Case No. B281694, the board of a limited liability company fired two employees who were...more

Would Glass Lewis Have Anything To Do If It Were Consistent?

If there is a foolish consistency might there also be a foolish inconsistency? Compare the following two statements by Glass, Lewis & Co., LLC in its 2018 Proxy Paper Guidelines...more

Of Touting, Tweets and Advertising

Last month, the Securities and Exchange Commission issued this public statement warning about touting of securities by celebrities...more

Home On The Grange

As a child, I was always puzzled when I saw a Grange Hall. Was Grange a misspelling of “range”? If not, what was a “grange”? Only later did I learn that “grange” was derived from the Latin word, granum, meaning a seed. ...more

Is Someone Else's Purpose An Improper Purpose?

A post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster’s recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798. The case...more

Can A Corporation Be An Officer?

William & Mary Law Review recently published Professor Stephen Bainbridge’s article, Corporate Directors in the United Kingdom. The abstract begins withe following observation...more

FTB Publishes Disinformation About Corporations

Recently, I happened across a summary of the “key features” of a corporation on the California Franchise Tax Board’s website. Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg...more

Court Finds Tort Claims To Be Covered By Forum Selection Agreement

Contractual forum selection provisions are often broadly written so as to encompass not just claims involving enforcement of the contract but claims arising out of or related to the contract. But how far do these clauses...more

Does ISS’ Voting Recommendations Reflect Analysis Or Consensus?

I always appreciate comments from readers of this blog. One reader responded to yesterday’s post concerning ISS opposition to classified boards: “You seem to be under the impression that ISS comes up with its guidelines...more

Is ISS A Board Declassification Denier?

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update. Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors...more

Is Every Agent A Fiduciary?

In common parlance, a fiduciary is someone you can trust. The word itself is related to the Latin word, fidere, meaning to trust. We name our dogs “Fido” because dogs are trustworthy companions. For example, a dog named...more

Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

Our November 16, 2017 post discussed one aspect of the California Court of Appeal’s opinion in Central Laborers’ Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation’s acquisition of...more

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more

California Securities Law Claims Founder On Personal Jurisdiction

Establishing personal jurisdiction may seem mundane, but without it a plaintiff may soon find itself out of court, as did the plaintiff in Marshall v. Galvanoni, 2017 U.S. Dist. LEXIS 185530....more

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

As I have mentioned on numerous occasions, California has its own insider trading statute – California Corporations Code Section 25402. The statute is included in the California Corporate Securities Law of 1968. In general,...more

Do You Have To Be Old To Be A Veteran?

On Saturday, the country honored its veterans. November 11 was originally designated as “Armistice Day” in recognition of the date on which fighting in the First World War ended. It became a legal holiday in 1938 only a few...more

11/13/2017  /  Veterans

Judge Alex Kozinski On Debt Versus Equity

Judge Alex Kozinski succinctly frames the debt versus equity battle in this opinion issued yesterday...more

More On Disclosure Under SEC Rule 701(e)

As mentioned yesterday, Corporation Finance (often referred to as “Corp Fin”) recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e). I find myself...more

Corp Fin’s New Rule 701 C&DI And California’s Compensation Plan Exemption

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more

Does The California Finance Lenders Law Prohibit “Table Funding”?

A loan is “table funded” when at settlement it is contemporaneously assigned to the person that provides the funds. Is table funding an illegal business practice under the California Finance Lenders Law? The Fourth District...more

BrokerCheck – FINRA’s Dread Permanent Record

Many a school child has received the awful warning to be careful lest some offense be entered on his or her “permanent record”. As required by statute (15 U.S.C. § 78o-3(i)), the Financial Industry Regulatory Authority, Inc....more

What’s The Plural Of Condominium?

Wednesday’s post was entitled “Condominiums And The California Corporate Securities Law“. Today’s post concerns whether I used the proper plural form of “condominium”....more

11/3/2017  /  Legal Writing

Promoters And California’s Limited Offering Exemption

I was admitted to the bar the same year that the legislature completed its parturition of a new limited offering exemption under the Corporate Securities Law of 1968 – California Corporations Code Section 25102(f). AB 1518,...more

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