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CALIFORNIA CORPORATE & SECURITIES LAW

Professor Robert J. Jackson Jr. Nominated To Become A Member Of The Securities And Exchange Commission

As Broc Romanek noted yesterday, President Donald Trump has nominated Columbia Law School Professor Robert J. Jackson, Jr. to become a member of the Securities and Exchange Commission.  Over the years, Professor Jackson’s name has made several appearances in this blog, including: Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure Political Spending Disclosures –…

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Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this year.  The 32 that actually went to a vote only garnered an average of 28.5% of the vote.  That means that on…

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The Case of Partners Who Aren’t Partners And Chicken Guts

The California Uniform Limited Partnership Act of 2008 defines the term “partner” to mean a limited partner or a general partner.  Cal. Corp. Code § 15901.02(w).  California’s limited offering exemption requires, among other things, that “[a]ll purchasers have a preexisting personal or business relationship with the offeror or any of its partners . . . “. …

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Without An “Intelligible Principle” Can The SEC Adopt Political Spending Rules?

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate resources for political activities.  In early January, Professor Bebchuk confidently predicted in this post that the SEC would issue a notice of proposed…

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DOC Warns Financial Services Licensees And Can A Theory Be A Tautology?

Last April, the Consumer Financial Protection Bureau issued this Bulletin cautioning supervised banks and certain non-depository financial services companies that they must have “an effective process for managing the risks of service provider relationships”.  Like many regulatory requirements, the Bulletin has given birth to both a new industry and unintended consequences.  The new industry is third-party risk management.  This is a…

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Corporate Political Spending And Other Studies

Yesterday, Broc Romanek wrote this post about a new study from the Center for Political Accountability and the Zicklin Center for Business Ethics Research at the University of Pennsylvania’s Wharton School.  This study focused on the political spending disclosure behavior of the top 200 companies in the S&P 500 Index. Harvard Law School Professor Lucian Bebchuk has recently…

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