California Corporate & Securities Law

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:

Today, the Nevada Assembly Judiciary Committee is holding a hearing on SB No. 95, a bill that would make numerous changes to Nevada's business entity statutes. One change would be to amend NRS 78.046 to authorize the articles of incorporation or...

Section 2117 of the California Corporations Code requires every foreign corporation (other than a foreign association) that is qualified to transact intrastate business to file a statement of information. The initial statement of information is due...

The California General Corporation Law defines "foreign association" as a business organization organized as a trust under the laws of a foreign jurisdiction. Cal. Corp. Code § 170. For purposes of Chapter 21 of the GCL, a "foreign corporation"...

In October 1907, F. Augustus Heinze and Charles W. Morse tried, but failed, to corner the copper market, only to be out maneuvered by John Rockerfeller. Mr. Heinze was president of the National Commercial Bank of New York and the depositors began a...

I first wrote about the preclusive effect, if any, of a dismissal of a parallel derivative action some nine years ago when I wrote about Vice Chancellor J. Travis Laster's ruling in La. Mun. Police Emples. Ret. Sys. v. Pyott, 46 A.3d 313, (2012).  See

Professor Stephen Bainbridge recently addressed the question of whether a board of directors could delegate to the CEO the decision about when and whether to sell the company. Professor Bainbridge points out that the CEO is an agent of the...

May a California corporation issue shares that are convertible ex proprio motu into shares of any other class or series or any other of its securities? The answer is "yes" but only if that right is provided in the articles of incorporation and then...

Lynn Jokela at TheCorporateCounsel.net blog took note yesterday of recently updated guidance from the SEC's Division of Corporation Finance concerning the conduct of shareholder meetings in light of the Covid-19 pandemic. Among other things, the...