California Corporate & Securities Law

Chapter 5 of the California Corporations Code imposes specific limitations on distributions to shareholders.  Because California chartered banks are formed under the California General Corporation Law, one would expect that Chapter 5 applies to...

Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the authority of the board in a...

A dividend involves three steps.  First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid.  Occasionally, the question arises whether a board...

California's statutes requiring that publicly held corporations have a minimum number of female directors and directors from "underrepresented communities" rely upon the individual's self identification.  Cal. Corp. Code §§ 301.3(f)(1) &...

One of the many inconveniences imposed by the Covid-19 pandemic has been the difficulty in obtaining notarization of documents.  Yesterday, Secretary of State Dr. Shirley N. Weber held a Zoom hearing to discuss whether remote notarization should be...

In 2006, the California legislature reestablished the requirement that certain state agencies designate a small business liaison.  Cal. Gov't Code § 11148.5 added by Cal. Stats.  2006, Ch. 234.   A state agency is subject to this requirement if...

California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp. Code § 25130.  Transaction...

Section 189 of the California General Corporation Law defines "subsidiary" as follows:

Lawyers deal with the law every day, but seldom pause to ask the existential question - What is law?   Conveniently, the California legislature has provided some definitions.  Section 22 of the Civil Code defines "law" in decidedly magisterial terms: