California Corporate & Securities Law

Unlike the federal courts and Delaware's Court of Chancery, California has a statutory demand requirement.  Section 800(b)(2) of the Corporations Code provides:

"The plaintiff alleges in the complaint with particularity plaintiff’s efforts to secure...

From time to time the question arises about whether a limited liability company, corporation or some other form of entity might serve as a director.  This is, in fact, a question that I tackled four years ago in this post.  The short answer is that...

This September, Governor Jerry Brown signed SB 1235 (Stats. 2018, Ch. 1011) into law.  In a nutshell, SB 1235 adds a new division to the Financial Code imposing specific loan disclosure requirements on providers of commercial financings.  These...

The California legislature reconvened on Monday.  Cal. Const. Art. IV, § 3(a).  Over 100 bills have already been introduced in the Assembly.  The Senate is far behind with just 51 bills introduced thus far.  The first day business in both houses...

This month's issue of Orange County Lawyer includes another entertaining column by Court of Appeal Justice William D. Bedsworth.  He points out that Government Code Section 68110 requires every judge in open court during the presentation of causes...

Section 1601 of the California Corporations Code establishes a shareholder's right to inspect the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board".  A shareholder's inspection,...

Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled.  Notably, the SEC's orders did not use the words "false", "misleading"...

Over at The Mentor Blog, Broc Romanek recently addressed the question of whether minutes of an annual meeting must be signed.  Broc's post provides John Jenkins' answer under Delaware law.  For those interested in California law, I provided three...

Seven years ago, Professor Robert Jackson joined 9 other academics in petitioning the SEC to adopt a rule requiring disclosure of political spending.  Professor Jackson is now an SEC Commissioner.  Not surprisingly, Commissioner Jackson supports the...

The California Attorney General is the state's "chief legal officer".  Cal. Const. Art. V, § 13.  One of the Attorney General's statutory duties is to provide written legal opinions.  Cal. Gov't Code § 12519.  Not everyone, however, is entitled to...