In 2005, Nevada stopped issuing ceremonial charters to corporations when it introduced its e-SOS processing system. A ceremonial charter is basically a charter printed by the Nevada Secretary of State’s office on colored paper that is suitable for framing. The
Latest from California Corporate & Securities Law Blog
Insider Trading Under The CSL – There Is No Shadow Of Turning With Thee
Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading. This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its yet-to-be announced acquiror. Instead,
Some Information That You Won't Find On The Secretary Of State's Website
The California Secretary of State’s website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability companies and limited partnerships. Available information includes the complete entity name,
Why No Change Is Not An Option
California permits foreign and domestic corporations to file a statement of statement of “No Change” (Form SI 550NC) if the following three conditions are met:
- The corporation is a California stock, agricultural cooperative or registered foreign corporation;
- A
Bylaw Notice Requirements – "Return to Sender, Address Unknown. No Such Number, No Such Zone."
Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission. I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc. announcing its
Something Is Missing From Section 1203
In 1988, the California legislature enacted a unique fairness opinion requirement for certain “interested party” tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a “reorganization” or sale of assets. Cal. Corp. Code
Appearances Matter According To ISS' Proxy Voting Guidelines
Last month, Institutional Shareholder Services published its Americas 2022 Proxy Voting Guidelines. As part of its updated guidelines, ISS has removed the “grace” period for board diversity so that its policy now reads as follows:
Racial and/or Ethnic Diversity:
Pioche Justice And Fraud, Waste & Abuse
Last week, I mentioned my recent visit to Pioche, Nevada. Founded in the late 1800s, the town’s early years were marked by an extraordinary level of violence. Although unincorporated, the town remains the county seat of Lincoln County. As the
No File Number, No Filing
Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State’s file number. E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A). Other statutes do not specify
SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit
In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach