California Corporate & Securities Law

A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued.  Theta Chi Fraternity, Inc. v. Leland Stanford Junior Univ., 212 F. Supp. 3d...

In September, the Uniform Law Commission adopted the Uniform Antitrust Pre-Merger Notification Act.  The ULC does not, of course, actually enact any laws, it merely drafts and promotes laws that it would like to see made uniform among the fifty...

After the premiere performance of Mozart's singspielEntführung aus dem Serail (The Abduction from the Seraglio)in Vienna’s old Burgtheatert, Emperor Joseph II of Austria reportedly quipped "Too many notes, dear Mozart, too many notes". I can't say...

Earlier this month, U.S. District Court Judge Amos L. Mazzant preliminarily enjoined the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). Two days later the Department...

 According to the Securities and Exchange Commission, a DAO is a "term used to describe a 'virtual' organization embodied in computer code and executed on a distributed ledger or blockchain".  SeeReport of Investigation Pursuant to Section 21(a) of...

Although parties in American litigation usually are responsible for paying their own attorneys' fees, there are many exceptions. One of those exceptions is when someone confers a "common benefit". A common benefit may, for example, conferred by...

Last week, I wrote about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). I chose to focus on whether...

When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California Secretary of State's office....

My email inbox has been flooded with questions about Judge Amos L. Mazzant's decision to preliminarily enjoin the Corporate Transparency Act and its implementing regulations.  Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024)....