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CALIFORNIA CORPORATE & SECURITIES LAW

A Win for Queequeg: The Ninth Circuit Holds that Tattooing is Constitutionally Protected

Occasionally, I can’t resist the temptation to digress into other legal areas.  Today’s opinion by the Ninth Circuit Court of Appeals in Anderson v. City of Hermosa Beach  (Case No. 08-56914, Sept. 9, 2010) is one of these irresistable tempations.  That case involved a challenge to a city’s ban on tattoo parlors.  No, the city didn’t ban tattoos, just…

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Will the “Real” Directors Please Take Your Seats?

As discussed in this earlier post, the Securities and Exchange Commission’s new proxy access requirements will likely bring attention to director qualification requirements.   The California General Corporation Law does not require that a person satisfy any particular qualification requirements to hold office as a director.  The bylaws may, however, impose qualification requirements.  Cal. Corp. Code § 212(b)(4).   These qualifications…

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Want to Nominate a Director Today? Here’s How

The Securities and Exchange Commission’s new proxy access requirements are garnering a great deal of attention even though those rules have yet to take effect.  In the meantime, you can still nominate a candidate for election as a director by sending an email to: DiverseDirectorDatabase@calpers.ca.gov. No, this won’t necessarily get your candidate in any company’s…

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Director Qualification Requirements, Nominations & Proxy Access

As discussed in this earlier post, the SEC’s proxy access rule amendments will soon require many publicly traded companies to include shareholder nominees in their proxy statement and proxy cards.  This rule may reignite old questions about how to handle director qualification requirements. Some 131 pages into the 451 page adopting release, the SEC makes…

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Legislature Passes Capital Access Company Bill

In July, I posted this item regarding California’s Capital Access Company law.  My friend, Lee Petillon, was the mover behind the original legislation.  He is also the author and lead cheerleader for SB 1155 (Dutton & Price).  The Capital Access Company law has yet to be used and SB 1155 is intended to eliminate some of…

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LLC Contractor License Bill Moves One Step Forward

A lot of bills didn’t make it out of the legislature by the August 31 deadline.   However, SB 392 (Florez) was one of the fortunate few to make it to enrollment.  If signed into law by Governor Schwarzenegger, this bill will allow limited liability companies to render contractor services that are “professional services” otherwise prohibited by the…

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DOC To Mandate Use of New Part 2 to Form ADV

Yesterday, the Department of Corporations issued this notice to investment advisers registered with the it.  The notice advises that the Department is adopting the new Part 2 to Form ADV effective October 12, 2010.  The Department has announced the following compliance dates: As of January 1, 2011 all new investment adviser applicants will have to file, through the…

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“Cooked Dividends” Leads to Bloody Massacre

Cooking dividends is the practice of declaring a false or “cooked” dividend for the purpose of raising the value of a company’s shares.   Apparently, this was a serious problem in the early days of both California and Nevada.  The practice is still illegal under the California General Corporation Law.  Section 2254, among other things, makes…

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“Extracts from the SEC’s Proxy Access Amendments, With Some Remarks Upon Them”

James McRitchie at Corpgov.net recently made reference to a forthcoming law review article by J.W. Verret at George Mason University School of Law.  Professor Verret posits in various strategems for discouraging shareholder nominations.  He writes from a Delaware perspective (he was a law clerk to Vice Chancellor John W. Noble) and as someone who has worked under the…

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Placement Agent Bill Passes

The legislature has passed and sent AB 1743 (Hernandez) to Governor Schwarzenegger for signature.  If signed into law, this bill will require placement agents with respect to public retirement systems to register as lobbyists.  This would have many disclosure and economic consequences for placement agents and their employers.  One of these consequences will a ban…

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