California Corporate & Securities Law

A dozen years ago, I wrote about California's single subject rule governing legislation - "A statute shall embrace but one subject, which shall be expressed in its title".  Cal. Const. Art. IV, § 9.  A similar rule applies to initiatives - "An...

An idealized vision of the family farm holds a special place in the psyche of the American people.  But what exactly constitutes a "family farm"?  That is one of the definitional challenges that the Department of Financial Protection and Innovation...

Diversity jurisdiction of the federal courts requires complete diversity of citizenship.  28 U.S.C. § 1332.   If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship.  In a recent decision,...

The California Corporations Code includes provisions governing a wide variety of nonprofit organizations.  However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious corporations.  While the...

In 2020, California enacted the California Consumer Financial Protection Law, Cal. Fin. Code § 90000 et seq.  The CCFPL authorizes the Department of Financial Protection & Innovation to define unfair, deceptive, and abusive acts and practices in...

This space has previously discussed the question of just how absolute a director's "absolute" right of of inspection really is.  See When Is A Director’s Inspection Right Not Absolute? and Defining The Metes And Bounds Of A Director's Absolute Right...

Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions.  United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021).  Under this test, courts are to...

California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification.  Most exemptions are conveniently...

"Aaron Burr, sirCan we agree that duels are dumb and immature?"