News & Publications

Consider a board with a total of five authorized members but with only three members in office. The board is facing a various contentious decision on whether to engage in a transaction. Two of the board members favor approval and one opposes. All three board members vote on whether to proceed with negotiations. As expected, the vote is [...]

In 1996, the California legislature enacted SB 261 (Beverly) which established an exemption, Corporations Code Section 25102(o), for the offer or sale of securities by a corporation pursuant to an option plan or agreement provided that specified conditions are met. Four years later, the legislature amended Section 25102(o) to include securities [...]

Last June, reporters Charles Piller and Robert Lewis wrote this story about “hard-money” lending abuses in Nevada County.  One might expect that they were writing about high interest rates and harsh loan terms.  It turns out that the victims in the story were not borrowers, but people who loaned money to hard-money lenders to fund the hard money loans: Some of those [...]

On Saturday, May 5, Cheryl Prell, Rebecca Gundzik, and Heidi Roth, Senior Vice President and Controller of Kilroy Realty, co-chaired a move-in event for People Assisting the Homeless (PATH) to help a formerly homeless woman move out of the PATH homeless shelter into her own apartment in Hollywood. PATH is a non-profit agency, which helps homeless individuals [...]

Last month the Securities and Exchange Commission announced the formation of a new Investor Advisory Committee. Section 911 of the Dodd-Frank Act created the committee to advise the SEC [...]

Do deadlines really matter? The answer is - ”it depends”. At the Civil War military prison at Camp Sumter near Andersonville, Georgia, the “dead line” clearly mattered – as reflected in the Secretary of War’s report of the post bellum trial of the camp’s commander, [...]

Recently, I wrote about a bill, SB 1208 (Leno), that would require disclosure of total compensation information with respect to each of a corporation’s five most highly compensated retirees.  This requirement would be imposed on publicly traded corporations that are either incorporated under the General Corporation Law or qualified to transact intrastate business here.  These corporations are already required to [...]

In 2005, the birdwatching world was stunned by the announcement of the re-discovery of the Ivory-Billed Woodpecker, a magnificent member of the Picidae family thought to have become extinct more than a half century ago. At the Office of Administrative Law, I recently spotted another rare bird. In this case, it was a priority request for review [...]

The Governor of Oregon signed an executive order on May 4 that essentially requires state agencies to develop purchasing guidelines for products that favor less toxic, greener alternatives. The order also requires agencies to increase awareness [...]

In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund.  Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted.  In a devastating article published last fall by the Sacramento Bee, Dan Morain reported that only 10 people had been paid with a total payout of $112,496.  His verdict [...]

I’ve been writing recently about the Milton-Marks “Little Hoover” Commission on California State Government Organization and the Economy which has an important task in reviewing Governor Jerry Brown’s proposed reorganization plan. Why does this state commission bears the name of a former U.S. President?  The name is derived from two commissions chaired by former President Herbert C. Hoover.  After the United States emerged from the [...]

From time to time, a question will arise about the necessity of obtaining spousal consent in connection with the purchase or sale of a security.  Interestingly, California declares it unlawful for any agent or broker-dealer to require prior spousal consent or authorization as a condition to the purchase or sale of securities in the name of a married person.  Corporations Code [...]

In yesterday’s post, I mentioned that the  Milton Marks “Little Hoover” Commission on California State Government Organization and the Economy oversees the Bureau of State Audits.  See Government Code Sections 8542 and 8543. The Bureau of State Audits traces its roots back to 1955 when the legislature created the Joint Legislative Audit Committee and the Office of Auditor General.   Following the [...]

Last week, I testified before the Milton Marks “Little Hoover” Commission on California State Government Organization and the Economy concerning Governor Jerry Brown’s 2012 Reorganization Plan.  My written comments are available here. The hearing was held in a state auditorium with the Commissioners sitting high on a stage before the audience.  Speakers spoke from a lectern hard against the stage [...]

In reviewing recent California cases involving the Corporations Code, I was surprised to see several recent, published and and unpublished opinions dealing with marijuana dispensaries. I never would have imagined that California’s laws governing marijuana [...]

In my recent “SMA Expert” column in California Surveyor, I address a question regarding public agency condemnation, remaining parcels and Certificate of Compliance entitlement.

Last December, I wrote about U.S. District Court Judge Jeremy Fogel’s decision in Johnson v. Myers, 2011 U.S. Dist. LEXIS 112897 (N.D. Cal. Sept. 30, 2011). The case involved an attempt by some of the stockholders of a liquidated Scottish corporation to maintain a breach of contract action derivatively. The contract at issue included [...]

The San Diego Community Outreach Committee, an internal committee at Allen Matkins, that includes Carolyn DeBoer, Ted Fates, Casey Gauntt, Tim Hutter, Megan Mazza, and Heather Riley, has successfully completed its first office book drive. The drive kicked off at the beginning [...]

Since 2002, California has imposed its own disclosure requirements on publicly traded corporations incorporated in or qualified to transact intrastate business in California. A subject corporation is currently required to disclose, among other things, the compensation for the most recent fiscal year paid to each member of the board of directors and paid to each of the five most highly compensated executive officers of the corporation who are not members of the board of directors, including the number of shares issued, options for shares granted, and similar equity-based [...]

California Secretary of State Debra Bowen recently gave notice of proposed amendments to the regulations governing the Victims of Corporate Fraud Compensation Fund.  California corporations and foreign corporations qualified to transact intrastate business here pay an annual $2.50 fee that is deposited into the VCFC Fund.  In 2004, the Secretary of State adopted regulations governing the the VCFC Fund.  According [...]

Cosmetic companies have expressed concern about several chemicals that may be listed as Prop 65 chemicals should they be listed under the Labor Code mechanism. The chemicals include Benzophenone, Coconut Oil Diethanolamine Condensate [...]

In May 2010, then Attorney General Jerry Brown announced that he had filed this complaint against former California Public Employees Retirement System (CalPERS) Board Member Alfred Villalobos, his company ARVCO Capital, and former CalPERS Chief Executive Officer Federico “Fred” Buenrostro, alleging violations of California Corporations [...]

California’s Department of Toxic Substances Control (“DTSC”) announced that it would issue its next draft of its Green Chemistry/Safer Consumer Products regulations by the end of April. Separately, Debbie Raphael, DTSC Director, announced [...]

The Jump Start Our Business Startups Act (JOBS Act) does require the Securities and Exchange Commission to revise its rules to provide that the prohibition against general solicitation or general advertising contained in section Rule 502(c) will not apply to offers and sales of securities made pursuant to section Rule 506, provided that all purchasers of the securities are accredited investors. The revised rules must also require issuers [...]

Each quarter, the Nevada Secretary of State releases a quarterly business report.  The report includes, among other things, data concerning the number of new entity filings with that office.  The report for the first quarter of 2012 discloses that the overall number of new entity filings is nearly the same as in the first quarter of 2011.  However, the number [...]