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California, Delaware And Nevada Differ On Committee Composition

In this prior post, I compared the differing limitations on committee authority under California and Delaware law.  Today’s post focuses on differences in committee composition among California, Delaware and Nevada.  These are summarized in the chart below.  In this post, I’m referring to committees of the board of directors; these are committees that have the power to…

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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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Indicate By Check Mark If This Instruction Makes No Sense: √

I wonder if I’m alone in being completely mystified by the following instruction that appears on the cover page of the SEC’s Form 10-K: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ☐Yes ☐ No Why are there two boxes? …

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Are Misstatements In A Form 10-K Actionable By The California Attorney General?

Last week, the California Attorney General Kamala D. Harris announced that she had filed a complaint for civil penalties, permanent injunction and other equitable relief against Corinthian Colleges and three of its school subsidiaries.  Broadly speaking, the Attorney General is alleging that Corinthian Colleges has violated California consumer protection and securities laws.  Among other things, the complaint points…

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The SEC’s Form 10-K: “In Endless Error Hurled”

In February, I wrote that I had noticed several errors in the PDF version of the Form 10-K posted on the Securities and Exchange Commission’s website.  Here’s what I found: In General Instruction G(4), there is a reference to Rule 12b-23(e).  There is no paragraph (e) to Rule 12b-23. The same instruction refers to “17 CFR…

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Form 10-K – An Accumulation Of Errors, Inconsistencies And Anachronisms?

In Act II, Scene 1 of Shakespeare’s Julius Caesar, a striking clock sparks the following dialogue between Brutus and another conspirator: Brutus. Peace! count the clock. Cassius. The clock hath stricken three. In The Lives of the Twelve Caesars (De Vita Caesarum), the Roman historian Suetonius reports that  more than 60 were joined in the plot to assassinate…

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