Where To Find Common Stock In The California General Corporation Law

As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock".   Common shares are shares that have no preference over other shares with respect to distribution of assets on...

Ruling May Be Imminent In Female Director Quota Challenge

Readers may recall that there are at least two challenges to California's female director quota mandate (aka SB 826).  In June, the Ninth Circuit Court of Appeals resurrected one suit by holding that the challenger has standing.  Meland v. Weber, 2...

Does Full Disclosure Require Self Accusation?

In this post, Professor Stephen Bainbridge takes the Securities and Exchange Commission to task for investigating Activision's employment practices:

Why Section 11 Is A Big Deal

Many law firms will undoubtedly publish alerts on yesterday's decision by the Ninth Circuit Court of Appeals in Pirani v. Slack Techs., 2021 U.S. App. LEXIS 28319.   The court held that issue arose from  the New York Stock Exchange's rule allowing...

Is Shareholder Approval Required To Mortgage Corporate Property?

California requires the approval of the outstanding shares of a California corporation and its board of directors when it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets other than in the...

SEC: Investment Adviser May Not Say That It May Do What It Already Did

Doug Cornelius at Compliance Building took note of an Securities and Exchange Commission order issued last Friday instituting proceedings against an investment adviser, Diastole Wealth Management, Inc., for inadequate disclosure of conflicts of...

Must A Corporation Have A Physical Location?

Gertrude Stein's  1933  book The Autobiography of Alice B. Toklas is well known.  Her 1937 sequel, Everybody's Autobiography, is not.  Despite the relative obscurity of Everybody's Autobiography, one line of the book is known to just about everyone...

Bad Faith Prosecution Of Trade Secrets Theft May Lead To Attorney's Fee Award (Or Not)

“If you want to keep a secret, you must also hide it from yourself.”― George Orwell, 1984

DFPI Mandates Electronic Filings

When I served as Commissioner of Corporations, the Department had no website and all files were maintained in paper form.  I initiated a project to create electronic records.  Long after my tenure ended, the Department of Business Oversight in 2014...

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