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Do Mandatory Retirement Age Requirements For Directors Violate California Law?

While the Securities and Exchange Commission requires disclosure of the ages of directors (Item 401(a), Regulation S-K), it does not impose any age limitations on directors.  Nonetheless, many public companies have adopted mandatory retirement age...

Did The Last Viking Sell Securities?

I have recently been reading Stephen R. Bown's book, The Last Viking: The Life of Roald Amundsen.  Readers may recall that it was the Norwegian Amundsen who famously beat the Englishman Robert Falcon Scott to the South Pole in what the press ex post...

SEC v. Howey

Judge Juxtaposes California And Delaware Insider Trading Law

Yesterday, I wrote about Judge Claudia Wilken's recent ruling that the internal affairs doctrine does not supplant California's insider trading statute, Corp. Code § 25402. In re McKesson Corp. Derivative Litig., 2018 U.S. Dist. LEXIS 81049.  While...

Insider Trading, insider

Federal Judge Applies California Insider Trading Statute To Delaware Corporation

Attentive readers of this blog should be aware that California included an insider trading statute (Corp. Code § 25402) as part of the Corporate Securities Law of 1968.  More than a dozen years ago, a California Court of Appeal held that the...

Insider Trading

A Field Guide To Corporations And Domestic Corporations

Some may be surprised to learn that a corporation need not be formed under the California General Corporation Law to qualify as a "domestic corporation".  Corporations Code Section 167 defines "domestic corporation" to be "a corporation formed under...

General Corporation Law

Has The DBO Misstated This Statute?

The California Department of Business Oversight administers and enforces the California Financing Law (fka Finance Lenders Law).  Visitors to the DBO's website will find a basic description of the CFL, including the following statement:

"In...

Finance Lenders Law

Why "Transfer or Hypothecate"?

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series.  This is the only time the word "hypothecate" appears in the General...

California Corporations Code

Caremark Claims And California

A popular claim for plaintiffs in derivative litigation against directors of Delaware corporations has been that the directors breached their duty of oversight.  This theory has its genesis in Chancellor William T. Allen's decision in In re Caremark...

The SEC's New C&DI And Cumulative Voting

Last Friday, the staff of the Securities and Exchange Commission issued 45 new Compliance & Disclosure Interpretations relating to proxy solicitations and related schedules.  One of these dealt with the issue of cumulative voting:

Question 124.01:...

Corporate Governance

The Cancelled LLC - What Is Thy Power?

To call the California Revised Uniform Limited Liability Company Act "quirky" would be to pay it an unmerited compliment.  Take, for example, the provisions governing dissolution.

As enacted, Section 17707.06(a) provided that an LLC in dissolution...
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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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