California Corporate & Securities Law

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability company, its internal...

I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada. Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then reincorporated in...

When faced with an unauthorized or defective action, I expect that many practitioners will seek fix the problem by obtaining a ratification of the action.  But will a ratification cure the problem?

Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director:

The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers. This is consistent with the general principle that the business and affairs of a corporation must be managed and all...

The California Corporate Securities Law of 1968 generally requires that the offer and sale of a security in an issuer transaction must be qualified unless exempt or not subject to qualification (due to preemption). Cal. Corp. Code § 25110. Anyone...

As California began the new year, it was suffering from a six-year drought.  Then came le deluge.  According to the Governor's office "These storms brought more rain than had been recorded in over 100 years and all in one winter season". On March 1,...

Given the importance of venture capital to California's economy, one might expect that state lawmakers would be keen to nurture the industry rather than enact laws that encourage venture capital companies to avoid the Golden State.   Last year, I ...

Both the legal and popular presses have been abuzz about the Supreme Court's overruling of the Chevron Doctrine.  Loper Bright Enterprisesv.Raimondo and Relentless Inc.v.Department of Commerce, 2024 WL 3208360 (June 28, 2024). According to my...