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CALIFORNIA CORPORATE & SECURITIES LAW

New California Law Threatens To Destroy Plan Uniformity

Companies often include a choice of law provision in their equity and other compensation plans.  Some companies include a choice of law  in the award agreement, either in lieu of, or in addition to, the plan document.  Specifying applicable law helps to ensure that plans are consistently interpreted and applied.  Uniformity may be particularly important…

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California’s Two New Corporate Forms – And The Winner Is . . .

Recently, Marc Lifsher wrote this story for the Los Angeles Times regarding California’s new “Benefit Corporation Law”.  He reports that “Chief executives, led by Yvon Chouinard, the founder of Patagonia, a 56-year-old seller of outdoor apparel and equipment based in Ventura County, marched into the secretary of state’s office shortly after it opened Tuesday morning.”…

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A Competing Flexible Purpose Corporation Bill?

In this post last week, I identified AB 361 as a “spot” bill introduced by Assembly Member Jared Huffman.  As explained in this post from last June, a spot bill is a bill that would make non-substantive changes to a particular code or law in order to serve as a placeholder so that the bill…

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“Out, damned spot!”

In this post from last June, I addressed the unfortunate legislative legerdemain known as the spot bill.  “Yet here’s a spot.”  Assembly Member Jared Huffman has continued the practice with his introduction of a AB 361.  Because AB 361 in its current form makes only insignificant changes, it is very likely a placeholder for some…

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California Legislature Takes On Citizens United by Proposing to Require Refunds to Shareholders Objecting to Political Expenditures

The California legislature has reacted to the Supreme Court’s decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010) by gutting and amending AB 919 (Nava).  That bill started out life last year as a “spot” bill.   A “spot” bill is a bill that makes a very inconsequential change to a statute…

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