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Is California “The Biggest Loser”?

I am very excited to be moderating a panel discussion this weekend at a symposium entitled Can Delaware Be Dethroned? Evaluating Delaware’s Dominance Of Corporate Law.  The symposium is being presented by the Lowell Milken Institute for Business Law and Policy at UCLA’s School of Law.  My panel consists of distinguished legal scholars from around the country: Michal Barzuza…

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How Independent Is The SEC And How Independent Should It Be?

Can the President say “You’re Fired!” to an SEC Commissioner? In a recent post, John Jenkins emphasized the commonly held understanding that the Securities and Exchange Commission is an “independent agency”.  The independence of the SEC, however, is not beyond debate.  In Free Enter. Fund v. Pub. Co. Accounting Oversight Bd., 561 U.S. 477, 546 (2010), Justice Stephen G.…

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Incorporating In Delaware May Not Eliminate Director Liability Under This California Statute

Some readers may have skipped this week’s posts discussing director liability under California Corporations Code Section 316 on the theory that the statute applies only to directors of corporations incorporated under the General Corporation Law.  That could be a big mistake.  California’s pseudo foreign corporation statute, Corporations Code Section 2115, applies Section 316 to foreign…

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The SEC’s Sorcerer’s Stone – Changing EBITDA From A Performance Measure Into Liquidity Measure

Recently, Broc Romanek hosted another one of his excellent webcasts.  This one covered the SEC’s Division of Corporation Finance’s recent issuance of several new and modified Compliance & Disclosure Interpretations regarding Non-GAAP financial measures.  The three panelists were Mark Kronforst, Chief Accountant, SEC’s Division of Corporation Finance Meredith Cross, Partner, WilmerHale LLP, and Dave Lynn, Editor, and…

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Why The Brouhaha Over “Gadfly”?

University of California – Berkeley law school Professor Steven Davidoff Solomon started a contretemps amongst corporate governance mavens when he published this piece in The New York Times DealBook.  Broc Romanek, writing for took issue in this post with, among other things, the Professor’s use of the term “gadfly”: Never Use the Loaded “Gadfly” Term – It’s politically…

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What if There is No Deficiency?

Yesterday, Broc Romanek reported that the staff of the SEC’s Division of Corporation Finance has issued a new Compliance & Disclosure Interpretation addressing Section 413(a) of the Dodd-Frank Act.  Section 413(a) requires the SEC to adjust the definition of “accredited investor” in its rules under the Securities Act of 1933.  In the first four years…

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