California Corporate & Securities Law

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

Section 12(a) of the Securities Act of 1933 covers two types of civil liability. Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities. Section 12(a)(2)...

In U.S. v. O'Hagan, 521 U.S. 642 (1997), the United States Supreme Court held that that a person who misappropriates material nonpublic information from the source of the information may be guilty of insider trading even though he or she did not owe...

California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates. Cal. Corp. Code § 25109. Both of these certificates are also found in the definition of...

What can be done when a document or instrument has been lost or destroyed?  California Civil Code Section 3415 provides an answer:

I have written several posts on SB 528 (Hueso), a bill that I considered a potential "sleeper". In my parlance, a "sleeper" is a bill that doesn't attract much attention but results in big changes.  SB 528 would have chartered the California...

In a recent post, I remarked that as a corporate and securities lawyer I was unfamiliar with the term "decanting" in respect to trusts. Much to my surprise, I have since learned that last year California actually enacted a uniform trust decanting...

The California Real Estate Law broadly defines "real estate broker" to encompass numerous activities beyond selling real property. Cal. Bus. & Prof. Code §§ 10131, 10131.1-.45. However, only individuals and corporations may obtain a real estate...

The California Corporations Code authorizes the bylaws to include a provision specifying the qualifications of directors.  Cal. Corp. Code § 212(b)(4).  A similar provision can be found in the Nonprofit Corporation Law.  Cal. Corp. Code § 5151(c)(3)....