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CALIFORNIA CORPORATE & SECURITIES LAW

The SEC’s Flawed Changes To Exchange Act Forms

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an “emerging growth company”.  Recently, the Securities and Exchange Commission adopted various changes to its forms and rules to conform to Title I.  The SEC elected not to comply with the notice and…

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Does Placing Non-GAAP Financial Measures First Violate The Law?

Yesterday’s post discussed the SEC staff’s recently announced position that Item 10(e)(1)(A) of Regulation S-K requires that issuers disclose comparable GAAP financial measures before non-GAAP financial measures. Item 10(e)(1)(A) requires only that issuers afford GAAP financial measures “equal or greater prominence” as non-GAAP measures.  What then is the legal significance of the staff’s position that GAAP…

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Will California Public Pension Systems Go Underground In Implementing New Disclosure Law?

Writing in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Catherine Skulan and  Raj Marphatia provide an interesting overview of California’s recently enacted alternative investment vehicle fee disclosure law, AB 2833.  This law requires public pension and retirement systems to require alternative investment vehicles, as defined, to make specified disclosures regarding fees, expenses, and…

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Has The California State Treasurer’s Office Gone Underground?

Late last month, the California State Treasurer’s Office announced a “move to stop ‘Pay-to-Play’ school bond campaigns”.  According to the announcement: [M]unicipal finance firms seeking state business will be required to certify that they make no contributions to bond election campaigns. Firms that fail to do so will be removed from the state’s official list…

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“Interim Final Temporary Rules”, Say What?

Visitors to the Securities and Exchange Commission’s website will find a pull-down menu entitled “Regulation”.  One of the items on that menu has the oxymoronic title of “Interim Final Temporary Rules”.  How can a rule be both interim (meaning provisional or for an intervening time period) and final (meaning, coming at the end)?  The nomenclature makes no…

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Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA?

Earlier this week, the California Secretary of State released his list of “generally recognized presidential candidates”.  These are the individual whose names will appear on California’s June 2016 primary ballot.  The Secretary of State listed 43 individuals from six political parties (American Independent, Democratic, Green, Libertarian, Peace & Freedom, and Republican).  It’s not too late to…

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Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

Late last month, California’s Insurance Commissioner announced that he had “asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal”.  Thermal coal, also known as steam coal, is coal that is used to power steam generators. According to to the U.S. Energy Information Administration, coal is the most…

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District Court Declines To Redress The SEC’s Failure To Respond To Petition Seeking Political Spending Disclosure Rule

Although placed right up front in the First Amendment to the U.S. Constitution, the right to petition the government for redress of grievances is often overshadowed by the other First Amendment rights.  There can be no doubt, however, that the right to petition the government is an important right with a long historical tradition.  The…

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Court Rules That The SEC Unlawfully Withheld Action Mandated By Congress

Last fall, I wrote about Oxfam America’s second lawsuit to force the Securities and Exchange Commission to adopt a resource extraction disclosure rule under Section 1504 of the Dodd-Frank Act.  Readers may recall that Congress ordered the SEC to adopt rules by April 17, 2011.  The SEC, however, missed that deadline by over a year and…

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SEC Is Sued Again For Doing Nothing

Yesterday, Broc Romanek wrote about a lawsuit filed earlier this week against the Securities and Exchange Commission due to its failure to respond to a petition asking the Commission to adopt political spending disclosure requirements. But must the Commission act on the petitions that are submitted to it?  Rule 192 of the Commission’s Rules of…

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