California Corporate & Securities Law

 According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain".  SeeReport of Investigation Pursuant to Section 21(a) of...

Although parties in American litigation usually are responsible for paying their own attorneys' fees, there are many exceptions. One of those exceptions is when someone confers a "common benefit". A common benefit may, for example, conferred by...

Last week, I wrote about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). I chose to focus on whether...

When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California Secretary of State's office....

My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024)....

Professor Stephen Bainbridge has offered a rebuttal to my observation that Delaware's corporate law is inaccessible to everyday observers. He posits that inaccessibility is a "feature not a bug". As an example, he describes a merger transaction rife...

Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or obtained, is subject to...

Professor Stephen Bainbridge recently took note of a draft essay by Yale Law School Professor Jonathan R. Macey, Delaware Law Mid-Century: Far From Perfect but Probably Not Leaving for Las Vegas.  Professor Macey posits that while Delaware has a...

Under the Corporate Transparency Act, reporting entities formed before January 1 of this year must file their beneficial ownership information reports with the Financial Crimes Enforcement Network (aka the FinCEN). As this deadline nears, I have...