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...
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...
California May Be The First State To Require Corporations To Disclose Compensation Paid To Retired Executives
Since 2002, California has imposed its own disclosure requirements on publicly traded corporations incorporated in or qualified to transact intrastate business in California. A subject corporation is currently required to disclose, among other things, the compensation for the most recent fiscal year paid to each member of the board of directors and paid to each of the five most highly compensated executive Read more...
California And Nevada Secretaries Of State Propose Rule Changes
California Secretary of State Debra Bowen recently gave notice of proposed amendments to the regulations governing the Victims of Corporate Fraud Compensation Fund. California corporations and foreign corporations qualified to transact intrastate business here pay an annual $2.50 fee that is deposited into the VCFC Fund. In 2004, the Secretary of State adopted regulations governing the the VCFC Fund. According Read more...
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...
If The Secretary of State Bounces Your Filing, Examine Your Purposes And Your Capitalization
While I haven’t taken a formal poll, I’m sure that many California corporate attorneys have had the unfortunate experience of having a filing “bounced” by the California Secretary of State’s office. Rejections are most often due to some technical deficiency in the document being filed. If the document to be filed is in the proper form and properly executed, can the Secretary of State Read more...
Felonious Filings
In October, I wrote about a warning from the Secretary of State regarding business theft. One way to steal a corporation’s identity is to make a false filing with the Secretary of State listing yourself as an officer. While this can be an initial step in an even bigger crime, such as grand theft, the filing itself is a crime (even Read more...
Secretary Of State Issues Business Identity Theft Warning
Two weeks ago, the National Association of Secretaries of State held a business identity theft forum in Atlanta, Georgia. California Secretary of State Debra Bowen moderated a panel on “Fostering Intergovernmental Coordination in the Detection and Prevention of Business Identity Theft”. Her office also issued this warning about business identity theft. Among other schemes, she notes that some thieves make fraudulent filings Read more...
A Miscellany For The Head Of The Year
Unincorporated Associations Earlier this week, I wrote this post about California’ unincorporated association law. An unincorporated association is a group of two or more “persons” (Section 18030) joined by mutual consent for a common lawful purpose, whether organized for profit or not. Corporations Code Section 18035(a). Joint tenancy, tenancy in common, community property or other form or property tenure does Read more...
Apparently, They Need To Swear More In North Dakota
Swearing Is Required By The California Constitution[1] When I was appointed Commissioner of Corporations, I took an oath to support the U.S. and California constitutions. Although I don’t recall inquiring about the source of the oath at the time, the oath (and its text) is set forth in Article XX, Section 3 of the California constitution. The constitution goes on Read more...
