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Why Some Delaware Corporations May Be Concerned With California’s Supermajority Vote Requirements

Section 710(b) of the California Corporations Code defines a “supermajority vote” as a requirement set forth in a corporation’s articles of incorporation (or certificate of determination) that specified actions be approved by a larger proportion of the outstanding shares than a majority, or by a larger proportion of the outstanding shares of a class or series than…

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Court Rules Private Fund Data Are Not Public Records

Private equity and venture capital funds like public pension fund money but they don’t necessarily like the consequences of having the government as an investor.  As noted in this post, this was illustrated  by Superior Court Judge Evelio Grillo’s ruling earlier this year in Reuters America LLC v. The Regents of the University of California, Alameda Super. Ct.…

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Defining “Venture Capital Fund” Is “No Small Task”

Today, the Securities and Exchange Commission proposed a definition of “venture capital fund” for purposes of the new exemption from investment adviser registration under the Investment Advisers Act of 1940.  This new exemption was created by Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Congress gave the SEC one year to issue…

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What is a Venture Capital Fund? (Part II)

The Securities and Exchange Commission has established a procedure for commenting on rule proposals even before the proposals have been made.    I’ve already taken advantage of this procedure to submit this comment on with respect to the definition of “venture capital fund”.  This process didn’t go well for me as the SEC somehow lost my comment.  However,…

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