Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security. It is therefore similar to Rule 10b-5 under the...
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Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations". Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other part of the Corporations...
Last year, I commented on the likely unconstitutionality of two California laws compelling forced speech:
Article IV, Section 9 of the California Constitution provides "A statute shall embrace but one subject, which shall be expressed in its title". This rather simple notion, absent from the United States Constitution, dates back over two millenia to...
In recent years, many companies and some investors have embraced ESG (environmental, social and governance) objectives. The move to embrace ESG has led to an "escalating backlash" according to The Conference Board. Now, some are advancing an even...
California's Anti-SLAPP statute is intended to cut short lawsuits "brought primarily to chill the valid exercise of the constitutional rights of freedom of speech and petition . . .". Cal. Code Civ. Proc § 425.16(a) Application of the statute...
Typically, one would expect a lender to argue that a borrower was in breach for failing to repay a note on or after its maturity date. However, a friend recently alerted me to a case in which the lender argued that the borrower was prohibited from...
One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer". Corporations Code Section 312(a) requires a corporation to have "(1) a chairperson...
To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when that person dies. Cal....
