Can Shareholders Elect Corporate Officers?

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...

Want Of Privity Evidence Dooms Class Claims Against Blockchain Company

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...

O Happy Day!  Governor Declares End To Winter Storm Emergency

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,...

California Doubles Down On Problematic Venture Capital Reporting Law

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 ...

What The Demise Of The Chevron Doctrine Means For California

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...

A Critical Prepositional Phrase Is Missing From This California Statute

It is a peculiar hubris of California's legislators that they often presume to extend the application of the state's laws beyond its legal borders. Corporations Code Section 2115, for example, presumes to apply multiple provisions of the California...

In Determining Whether A Corporation Qualifies As A Religious Corporation, Words Speak Louder Than Actions.

California readers most likely are aware of the fact that California's nonprofit corporate law is triadic. Thus, it possible to organize a nonprofit corporation as a public benefit corporation, a mutual benefit corporation or religious corporation....

Does Jarkesy Negate Administrative Penalties Under The California Corporate Securities Law?

Yesterday, the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh Amendment to the U.S. Constitution entitles the defendant to a jury trial.  ...

Knowingly Offering A False Annual Statement For Filing With The Secretary Of State Is A Felony

The Statement of Information required pursuant to California Corporations Code Section 1502 is not required to be signed under penalty of perjury. However, the statute does require that the corporation (not the individual submitting the statement)...

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