Court Rules Compensation Package Offer Is Not A Security

The definition of a "security" Section 25019 was modeled after the definition in Section 2(a)(1) of the Securities Act of 1933, albeit with some notable differences. Both laws broadly define the term and therefore cover a wide variety of economic...

Faeneratores Caveant! The Ides Of March Are Nigh!

For lenders in California, the Ides of March of March is a date worth calendaring. 

Court Applies Internal Affairs Doctrine Even Though Statute Refers Only To Directors

Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine.  See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012)(“Corporations Code section 2116 codifies [the internal...

The Uncertainty Of Officer Appointments In California LLCs

The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers:

What Doesn't The DFPI Regulate?

In the mid 1990s, I had the privilege of serving as Commissioner of Corporations for the State of California. At that time, the DOC was known as a tough securities regulator. However, the times they were a changin'. In 1996, Congress enacted the...

New Leader At The California Department Of Financial Protection & Innovation

Last month, Governor Gavin Newsom appointed Khalil “KC” Mohseni, as Commissioner of the California Department of Financial Protection and Innovation.  Commissioner Mohseni is not an entirely new to the DFPI.  He served as Chief Deputy Director of the...

Trump Media Claims Corporate Law Decisions Are Better When Made By Locals

Trump Media & Technology Group Corp., a Delaware corporation, operates Truth Social and its securities trade on The Nasdaq Stock Market LLC.  The company's largest stockholder is Donald J. Trump, Jr.  Given Trump pere's affiliation with Elon Musk and...

What About Texas?

While Elon Musk moved two of his companies (Neuralink and X Corp.) to Nevada, he notably reincorporated Tesla in Texas. Mr. Musk's decision embrace of Texas raises the question of whether other Delaware corporations will follow Mr. Musk's lead. SMU...

If A Picture Is Worth A Thousand Words, Should Bylaws Have Pictures?

Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws.  See Are Bylaws Required? As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...

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