Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

What You Can and Can’t Do in Sacramento

There are many fun things to do in Sacramento – have dinner at Frank Fats or visit the California State Railroad Museum.  The capitol building and the museum in the basement are worth visiting. However, if you do visit the capitol, you need to remember that certain activities are off limits.  In fact, the California…

Share on:

ICC – Requiescat in Pacem

The Interstate Commerce Commission was created in 1887 when Grover Cleveland was president.  Over the years, Congress greatly expanded the ICC’s authority.  At one time, the ICC had thousands of employees.  In 1995, President Clinton signed legislation abolishing the ICC and it has disappeared from the regulatory scene.  Strangely, however, the ICC lives on in…

Share on:

CalPERS and the DDD

A few weeks ago, The Wall Street Journal reported that California’s largest public pension plan is planning to create a database of directors, which is being referred to as the “Diverse Director Database” or DDD.  Interestingly, a director registry has been part of the Corporations Code for 17 years. In 1993, former Senator Lucy Killea…

Share on:

It Really Isn’t Too Late

As noted in yesterday’s post, the deadline for comments on the Commissioner of Corporation’s proposal to adopt a rule to address the Court of Appeal’s holding in People v. Cole, 156 Cal. App. 4th 452 (2007) was yesterday.  Yesterday, however, the Commissioner extended the comment period until July 20, 2010.  The opportunity for comment is…

Share on:

Counting Votes – Not As Easy As It May Seem

Determining whether shareholder approval of a proposal has been obtained can be tricky.  This is all the more difficult in California because the Corporations Code includes a variety of voting rules.  One of these is Section 153 which defines “approval by (or approval of) the shareholders” in part as follows: approved or ratified by the…

Share on:

It’s Not Too Late

As a reminder, the comment period ends today on the Department of Corporation’s proposal to add a new rule, 260.004.1, to address concerns about the Court of Appeal’s holding in People v. Cole, 156 Cal. App. 4th 452 (2007).  In that case, the court upheld the criminal convictions of two individuals for engaging in unregistered broker-dealer…

Share on:

Wasting Trees in California

More than a decade ago, the Securities and Exchange Commission adopted rule amendments that allow for the delivery of a single set of proxy materials to shareholders who share a single address.  This is often referred to as “householding”.  Many publicly traded companies have relied upon these rules to reduce their costs of printing and…

Share on:

Stock Option Exercise – Sale or No Sale?

The Corporate Securities Law prohibits the offer and sale of a security in an issuer transaction “in this state” unless the sale is (a) qualified; (b) the security is exempt from qualification; (c) the transaction is exempt from qualification; or (d) not subject to qualification.  The term “sale” is defined in Corporations Code Section 25017(a) to include every…

Share on:

Yes, There is no “S” in California

Regulation S has been available for two decades.  The rule establishes nonexclusive safe harbors for offers, sales and resales of securities outside the United States.   Over the years, many foreign and domestic issuers have relied upon the rule to conduct offshore offerings without complying with the registration and prospectus delivery requirements of the Securities Act of 1933.  As servicable…

Share on:

The DOC’s Fiscal State

Last week, I mentioned that the Department of Corporations’ source of money is a special fund in the state’s budget. This special fund is known as the “State Corporations Fund” and it typically receives the bulk of its cash inflows from licensing and permit fees. Unlike the General Fund with its current zero cash balance,…

Share on: