Is California’s Economic Impact Analysis Requirement “Illusory And Ineffective”?
Recent court decisions have faulted the Securities and Exchange Commission for failing to assess adequately the economic impact of proposed regulations. Last year, the U.S. Circuit Court of Appeals spared no words in its assessment of the SEC’s performance: We agree with the petitioners and hold the Commission acted arbitrarily and capriciously for having failed once again—as it did most recently Read more...
Punitive Bill Proposes Giant Step Backwards On Capital Formation
The California Corporate Securities Law of 1968 forbids the offer and sale in this state of any security in an issuer transaction unless the sale has been qualified or the security or transaction is exempt or not subject to qualification. Cal. Corp. Code Section 25110. This important principle is the same whether it is the initial sale of securities by Read more...
Bill Seeks To Mandate Corporate Political Disclosures
The fallout from the U.S. Supreme Court’s decision in Citizens United v. Federal Election Com’n, 130 S. Ct. 876 (2010) continues. Earlier this week, 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 for the previous fiscal year. The report must include the following: Read more...
Governor Proposes To Consolidate The DFI And DOC
Article IV, Section 12(a) of the California Constitution requires the Governor to submit to the legislature a proposed budget for the ensuing fiscal year within the first ten days of the calendar year. Governor Jerry Brown met this deadline by announcing his proposed budget on January 5, 2012. I was surprised and dismayed to see that Governor Brown is reviving the Read more...
Say It Isn’t So! Section 25102(f) To Be Amended To Condition The Exemption On Filing An “F” Notice?
The California Senate Banking and Finance and the Assembly Business, Professions and Economic Development committees have scheduled a joint informational hearing on hard money lending for January 18, 2012. According to the proposed agenda, legislators will hear from consumers and investors, representatives from the Departments of Real Estate and Corporations, as well as the industry. A “hard money” loan is what you Read more...
California’s Two New Corporate Forms – And The Winner Is . . .
Recently, Marc Lifsher wrote this story for the Los Angeles Times regarding California’s new “Benefit Corporation Law”. He reports that “Chief executives, led by Yvon Chouinard, the founder of Patagonia, a 56-year-old seller of outdoor apparel and equipment based in Ventura County, marched into the secretary of state’s office shortly after it opened Tuesday morning.” So who won the race Read more...
Will The “Fourth Branch” Rewrite California’s Corporate Law?
Voters – The “Fourth Branch” of Government In 1911, California became the tenth state to adopt three key tools of popular sovereignty – the initiative, referendum and recall. As defined by the California Constitution, the initiative is the power of the electors to propose statutes and amendments to the Constitution and to adopt or reject them; the referendum is the power Read more...
Two Bills Amend Capital Access Loan Program
With political controversy swirling around the federal government’s energy loan guaranty program, many may not realize that California has its own loan guaranty program. The California Pollution Control Financing Authority administers the California program. If you’ve never heard of the CPCFA, it happens to be a political subdivision of the State of California that consists of the State Treasurer, Controller, and Read more...
Governor Signs Bill Imposing New Requirements On In-State And Out-of-State Employers Who Pay Commissions
Two score and eight years ago, the California legislature enacted AB 836 (Frew), Stats. 1963, ch. 1088. That legislation requires employers who pay their employees for services in California through commissions to provide those employees with a written contract setting forth the manner in which commissions are computed and paid. Labor Code § 2751. Violators face treble damages. Labor Code § 2752. Read more...
Governor Brown Signs Flexible Purpose And Benefit Corporation Bills – Confusion To Follow
A Tale of Two Bills In an action that is likely to lead to concern, confusion and consternation, Governor Brown has signed not one, but two bills that will allow for the formation of corporations that combine profitability with public or other purposes. Flexible Purpose Corporations SB 201 (DeSaulnier) was the handiwork of a working group of lawyers who worked for over a Read more...
