Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

CalPERS Loses Public Records Act Fight

Three years ago, I petitioned the California Public Employees Retirement System (CalPERS) to adopt regulations regarding requests for information pursuant to the California Public Records Act, Government Code § 6250 et seq.   The purpose of my request was to improve the public’s access to information concerning CalPERS.  Because California’s statutory process for the adoption of…

Share on:

The SEC’s Proposed Advisory Vote Rule Favors Large Minority Shareholders

The Securities and Exchange Commission continues to pump out rule proposals at “warp speed” in order to meet the mandates of the Dodd-Frank Act.  Last week, the Commission issued this proposal with respect to shareholder advisory votes concerning executive compensation and golden parachute compensation.  Because the Dodd-Frank Act requires a shareholder advisory vote on the…

Share on:

Ninth Circuit Declares No General Alter Ego Claim Exists In CA Law

When alter ego is alleged, the question may arise as to whether the theory is to be applied generally (i.e., for all of the creditors) or specifically (i.e., in the particular case presented by the creditor). This question was answered recently by the Ninth Circuit Court of Appeals in Ahcom, Ltd. v. Smeding, 2010 DJDAR…

Share on:

Rule 260.204.9 – What is to be Done (Part II)?

Last August, I wrote about the impact of the Dodd-Frank Act on Rule 260.204.9 in this post.  Last Thursday, I attended a meeting called by the Department of Corporations to solicit input from persons with an interest in the rule.  Technically, the meeting was held in accordance with Government Code § 11346.45.  That statute requires…

Share on:

Must A Fund’s General Partner Be Registered?

The typical responsibilities of a general partner of an investment limited partnership are to handle the business and administrative aspects of the fund.  In return, the general partner is compensated – often, based on a percentage of the assets under management.  This structure, of course, creates the question whether the general partner must be registered…

Share on:

California Choice of Law, Jurisdiction & Venue Clauses

The boilerplate section of many corporate agreements include a “governing law” provision.  Often these provisions cover three related, but distinct choices – choice of law, choice of jurisdiction, and choice of venue.  More importantly, the legal principles that govern these choices are not the same (at least here in California).  In today’s posting, I discuss a…

Share on:

From DFI to CSBS to FSOC

Section 111 of the Dodd Frank Wall Street Reform and Consumer Protection Act established the Financial Stability Oversight Council (FSOC).  In fact, the FSOC had its first meeting on October 1.  Although all of the voting members (with one exception) are members by virtue of their position as federal officials, California did have one seat…

Share on:

Private Placements And The Internet

Many securities lawyers are familiar with the SEC staff’s position in the IPONET no-action letter (July 26, 1996).  That letter is frequently referred to in discussions on how to conduct a private placement on the Internet without violating the prohibition on general solicitation or general advertising found in Rule 502(c). What may be less well…

Share on:

California’s General Announcement Exemption

Issuers offering or selling securities in California must qualify those offers and sales with the Department of Corporations unless they are exempt from, or not subject to, qualification.  Cal. Corp. Code § 25110.   Since the enactment of the Corporate Securities Law in 1968, the Legislature has added exemptions and Congress has preempted state qualification requirements…

Share on:

Did The SEC Really Have Good Cause To Grant Accelerated Approval Of Amendments To NYSE Rule 452?

On September 9, 2010, the Securities and Exchange Commission granted accelerated approval of the New York Stock Exchange’s proposed amendments to Rule 452.   Echoing the Queen of Hearts (“Sentence first – verdict afterwards”), the SEC at the same time announced that it was soliciting comments on the “proposed” rule change.  The NYSE proposed the rule to meet…

Share on: