California Corporate & Securities Law

There are equitable remedies and there are legal remedies.  A claimant pursuing a breach of fiduciary claim can choose which type of remedy it seeks.  Choices, like elections, have consequences.

Recently, I came across a proxy statement filed a California corporation seeking shareholder approval to reincorporate in Delaware.  In the midst of a lengthy disquisition on the pros and cons of reincorporation, the issuer noted that the franchise...

"Wipin' out wipe outHey watch outWah wah wahWipin' out wipe out"

All securities transactions by members and employees of the Securities and Exchange Commission must comply with 5 CFR § 200.735-5 which in turn requires compliance with 5 CFR § 4401.102. In general, § 4401.102 adopts a "possession" standard for...

Last Friday's post noted the multiple ways in which a meeting of shareholders may be invalidated. Fortunately, the California General Corporation Law provides several opportunities for curing an improperly called or noticed meeting of shareholders....

Leo Tolstoy's Anna Karenina begins with this famous line:

Chapter 22 of the California General Corporation Law specifies a number of crimes that may be committed by corporations and/or their directors, officers or agents. The penalties for some violations can be significant. For example, a director,...

In 1905, Albert Einstein proposed that light, which until then had been considered to exist as waves, must also be regarded as particles.  Later, Nobel Prize winner Louis-Victor-Pierre-Raymond, 7^th duc de Broglie, found that electrons have wave and...

Last week, the North American Securities Administrators Association issued a comment letter urging the Securities and Exchange Commission not to move forward on its proposal to issue a conditional order exempting finders from the requirement to...