Supreme Court says “no” to Bulldog In March, I wrote that the Bulldog group of funds had asked the United States Supreme Court to determine the constitutionality of Massachusetts’ ban general solicitations in connection with the offer and sale of unregistered securities. Despite representation by Harvard Law School Professor Laurence H. Tribe and an amicus brief from the Cato Institute, Read more...
It May Be The Hobgoblin Of Little Minds, But California Requires It Nonetheless
In yesterday’s post, I mentioned the very recent decision by the U.S. Supreme Court in U.S. v. Home Concrete & Supply, LLC (April 25, 2012). The underlying fight was about a tax deficiency, but the legal question was whether the Internal Revenue Service could adopt a regulation that effectively overruled a prior U.S. Supreme Court decision (Colony, Inc. v. Commissioner, 357 Read more...
The Case Of The Board Member Who Didn’t Show Up – Or Did She?
Consider a board with a total of five authorized members but with only three members in office. The board is facing a various contentious decision on whether to engage in a transaction. Two of the board members favor approval and one opposes. All three board members vote on whether to proceed with negotiations. As expected, the vote is two votes Read more...
Facebook, Inc. And CalEASI
In 1996, the California legislature enacted SB 261 (Beverly) which established an exemption, Corporations Code Section 25102(o), for the offer or sale of securities by a corporation pursuant to an option plan or agreement provided that specified conditions are met. Four years later, the legislature amended Section 25102(o) to include securities issued by limited liability companies. Stats. 2000 ch. 705 § 4 Read more...
Bill Targets Real Estate Industry And Borrowers
Last June, reporters Charles Piller and Robert Lewis wrote this story about “hard-money” lending abuses in Nevada County. One might expect that they were writing about high interest rates and harsh loan terms. It turns out that the victims in the story were not borrowers, but people who loaned money to hard-money lenders to fund the hard money loans: Some of those Read more...
The California Constitution, The FACA And The SEC’s New Investor Advisory Committee
Last month the Securities and Exchange Commission announced the formation of a new Investor Advisory Committee. Section 911 of the Dodd-Frank Act created the committee to advise the SEC on: regulatory priorities, regulation of securities products, trading strategies, fee structures, the effectiveness of disclosure, and on initiatives to protect investor interests and to promote investor confidence and the integrity of the Read more...
Waiting For The SEC . . .
Do deadlines really matter? The answer is - ”it depends”. At the Civil War military prison at Camp Sumter near Andersonville, Georgia, the “dead line” clearly mattered – as reflected in the Secretary of War’s report of the post bellum trial of the camp’s commander, Heinrich “Henry” Wirz: And he, the said Wirz, still wickedly pursuing his evil purpose, did establish and cause to be designated within Read more...
Disclosure Bill May Put Retirees At Risk
Recently, I wrote about a bill, SB 1208 (Leno), that would require disclosure of total compensation information with respect to each of a corporation’s five most highly compensated retirees. This requirement would be imposed on publicly traded corporations that are either incorporated under the General Corporation Law or qualified to transact intrastate business here. These corporations are already required to Read more...
Not As Rare As an Ivory-Billed Woodpecker, But Still A Rara Avis
In 2005, the birdwatching world was stunned by the announcement of the re-discovery of the Ivory-Billed Woodpecker, a magnificent member of the Picidae family thought to have become extinct more than a half century ago. At the Office of Administrative Law, I recently spotted another rare bird. In this case, it was a priority request for review of a regulation by the legislature. Read more...
Bill Illustrates Ills Besetting Corporate Fraud Fund
In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund. Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted. In a devastating article published last fall by the Sacramento Bee, Dan Morain reported that only 10 people had been paid with a total payout of $112,496. His verdict Read more...
