California Corporate & Securities Law

Yesterday was the first of several deadlines under California's unprecedented legislation, SB 826, imposing gender quota requirements on all publicly-held domestic or foreign corporations whose principal executive offices are located in California....

In Yokell v. Draper, 2018 U.S. Dist. LEXIS 117427, U.S. Magistrate Judge Jacqueline Scott Corley wrote that "California Code of Civil Procedure section 1029.8 provides a private right of action for persons harmed by "[unlicensed persons who cause...

Anyone who has studied securities regulation has been exposed to the United States Supreme Court's decision in SEC v. W.J. Howey, 328 U.S. 293 (1946) establishing the definition of "investment contract" under the Securities Act of 1933. The...

Transfer agents can find themselves in a difficult position when it comes to removing restrictive legends on stock certificates. On the one hand, the Securities and Exchange Commission may take enforcement action against transfer agents who...

I teach securities regulation at the University of California, Irvine and so have a toe hold in academia. In my view, law schools are placed on the "isthmus of a middle state". As such, they must continually wrestle with the question of whether they...

California has had a trademark law on its books since 1941.  1941 Cal. Stats. Ch. 58.  The legislature repealed that law in 1967 and replaced it with the Model State Trademark Law drafted by the International Trademark Association ("INTA"). 1967 Cal....

In April, I wrote about AB 5 that is currently pending in the California legislature.  The bill would codify the California Supreme Court's adoption a three-factor test, known as the "ABC" test, for determining when a worker is an employee.  Dynamex...

In the corporate world, Nevada is often described as the "Delaware of the West". Nevada legislators are in fact quite explicit about their interest in competing with Delaware for corporate charters. In the most recent session, for example,...

Section 2254 of the California Corporations declares it a felony for a director, officer or agent of any corporation, whether domestic or foreign, to knowingly concur in making, publishing or posting either generally or privately to the shareholders...