Bill Proclaims Intention To Require Reporting Of Compensation By Publicly Traded Corporations
In 2002, the California legislature enacted the Corporate Disclosure Act to require publicly traded corporations and publicly traded foreign corporations qualified to transact intrastate business in California to file a statement of information with the California Secretary of State. Cal. Corp. Code §§ 1502.1 & 2117.1. For additional background on the CDA, see my article, California Joins the Parade: The Read more...
Bill Proposes Another Reason Not To Incorporate In California
In January, I wrote about Senator Noreen Evans’ introduction of a bill, SB 982, to require corporations to issue a report on planned political spending as well as expenditures for the previous fiscal year. Now, Assembly members Jared Huffman and Michael Allen have introduced a bill, AB 2050, that provides: No domestic corporation may, directly or indirectly, make any monetary or Read more...
Bill Proposes To Allow General Solicitations In California
Previously, I reported on a highly punitive bill, SB 978 (Curren), that would make the limited offering exemption under Section 25102(f) contingent upon the timely filing of a notice of exemption with the Commissioner of Corporations. Today, I’m happy to report on a more positive legislative proposal. Last Friday, Assembly member Michael Allen introduced AB 2081 to add an additional exemption to the qualification Read more...
Form 10-K – An Accumulation Of Errors, Inconsistencies And Anachronisms?
In Act II, Scene 1 of Shakespeare’s Julius Caesar, a striking clock sparks the following dialogue between Brutus and another conspirator: Brutus. Peace! count the clock. Cassius. The clock hath stricken three. In The Lives of the Twelve Caesars (De Vita Caesarum), the Roman historian Suetonius reports that more than 60 were joined in the plot to assassinate Caesar, including Gaius Cassius and Read more...
Tomorrow Is The Bill Introduction Deadline
Under Joint Rules 61(b)(4) and 54(a), tomorrow is the last day for the introduction of bills in the California legislature. This means that in the next several months the legislature will be considering thousands of bills. In theory, the legislature should proceed in accordance with a schedule fixed by the state constitution, statutes and their own rules. However, the legislature Read more...
Converting Rice May Be Easier Than Converting To A Flexible Purpose Corporation
The process for converting rice sounds like some medieval torture. Rice is soaked, steamed under pressure, and then dried. While not pleasant, conversion can, and does, occur. The same may not be true for converting a corporation into a flexible purpose corporation. Flexible purpose corporations are corporations formed under Title I, Division 1.5 of the California Corporations Code, Section 2500 et Read more...
Pension Funds And Fund Sponsors Promote Agenda To SEC
In Wood v. General Motors Corp., 865 F.2d 395 (1st Cir. 1988), Judge Levin Campbell gave this definition of “agency capture” “Agency capture,” as explained by legal scholars, is the undesirable scenario where the regulated industry gains influence over the regulators, and the regulators end up serving the interests of the industry, rather than the general public. While it is true that Read more...
California Corporate Contribution Initiative Cleared For Circulation
Opponents of the Supreme Court’s decision in Citizens United v. Federal Election Commission, 130 S. Ct. 876, 558 US 50, 175 L. Ed. 2d 753 (2010) are fighting back in California on numerous fronts. Last month, California State Senator Noreen Evans introduced a bill, SB 982, to require corporations to issue a report on planned political spending as well as expenditures Read more...
Everything’s [Even More] Up-To-Date In Kansas City!
Last summer, I wrote about a new stock exchange – “New U.S. Exchange – It’s Better Than A Magic Lantern Show“. What Next? What Next? In January, the Securities and Exchange Commission adopted an amendment to Rule 146 under Section 18 of the Securities Act of 1933 to designate certain securities listed, or authorized for listing, on BATS Exchange, Inc. as Read more...
C&DIs And The APA
On Monday, Broc Romanek wrote that the SEC’s Division of Corporation Finance has issued a new Compliance & Disclosure Interpretation clarifying how say-on-pay proposals should appear on the proxy card. Many may welcome additional guidance from the staff. I’m concerned. C&DIs reflect the views of the Corp Fin staff. Although the SEC’s website claims that C&DIs are not rules, regulations, or statements of Read more...
