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CALIFORNIA CORPORATE & SECURITIES LAW

California Judge Sides With Congress and Fifth Circuit In Whistleblower Split

Sean McKessy, Chief, Securities and Exchange Commission’s Office of the Whistleblower, Division of Enforcement discussed a recent split between the circuits this webcast broadcast last Thursday by TheCorporateCounsel.net.  The split concerns whether the Dodd-Frank Act prohibits employer retaliation only against “whistleblowers”, who are defined as: . . . any individual who provides, or 2 or more individuals acting jointly who provide,…

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Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents.  The post was prompted by then Chancellor William B. Chandler III’s assertion: This is because the board’s power – which is that of an agent’s with regard to its principal – derives from the shareholders, who are the ultimate holders of power under…

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Why Section 25100(o) Certification Still Matters (Part 3); Big Whistleblower Award By OSHA

In two earlier posts, I wrote about why the Commissioner’s certification of a national securities exchange pursuant to Corporations Code § 25100(o) still matters.  Today, I discuss yet another reason why certification continues to be relevant.  This time the issue involves dissenters’ rights under the California General Corporation Law. Dissenters’ Rights Chapter 13 of the California Corporations…

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