California Corporate & Securities Law

Two years after filing suit, the corporate defendant ("Old Monterey") in a lawsuit converts into an limited liability company ("New Monterey") pursuant to to the California Corporations Code. In the parlance of the Code, Old Monterey is a...

Although without a peradventure a general partnership requires at least two persons, is the same true of a California limited liability company?  My answer is "no".  In fact, Section 17704.01(a) of the California Corporations Code expressly...

Recently, Securities and Exchange Commission Chairman Jay Clayton released a public statement emphasizing that "all staff statements are nonbinding and create no enforceable legal rights or obligations of the Commission or other parties."  The...

Last Friday's post concerned the status of the de facto merger doctrine in California.  The late Harold Marsh Jr. made the following observation about the de facto merger doctrine in his magnum opus:

"It is of course possible to label any sale of...

Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation.  Professor Bainbridge...

• At least five persons are required to form this type of corporation.

Fish Marketing Association.  Fish marketing associations are governed by the General Corporation Law except when in conflict with...

Over the years, I've made mental notes of some obscure California corporate law questions.  Can you identify the following types of corporations corporations?

• At least five persons are required to form this type of corporation.  
• Within six months...

California's Nonprofit Corporation Law embraces several different types of nonprofit corporations.  Part 1 of the Nonprofit Corporation Law includes provisions that are applicable to three categories of nonprofit corporations -  public benefit,...

Miles Laboratories pioneered the concept of daily dosing of multivitamins and minerals in the 1940s with the introduction of its One A Day brand.  Now owned by Bayer AG, the brand encompasses a suite of vitamins for targeted at men, women and...

"Memoranda" and "agenda" are both Latin words.  More precisely, they are gerundives.  A gerundive is a verbal adjective.  Perhaps the most famous use of a gerundive is the passive periphrastic phrase Carthago delenda est! (Carthage must be...