California Corporate & Securities Law

I am no oenophile but I have heard of decanting a bottle of wine.  I am also not a trust and estates lawyer but I have never heard of decanting a trust's assets - until yesterday when I read the Nevada Supreme Court's opinion in In the Matter of The...

A California bill that would charter the California Infrastructure and Economic Development Bank (I-Bank) as a depository institution passed out of the Senate Banking and Financial Institutions Committee yesterday. If the I-Bank becomes a depository...

As has been widely reported, the United States Supreme Court has dismissed as improvidently granted the writ of certiorari in Emulex Corporation v. Varjabedian.  This action leaves standing, at least for the time being, the Ninth Circuit Court of...

California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must own all of the...

Last month, I noted the introduction of a bill, SB 304, in the Nevada legislature that would authorize fee shifting. The bill, however, enjoyed only a brief moment in the legislative sun. It never passed out of committee and recently died pursuant...

Did you know that some companies with securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 do not file their periodic reports and proxy materials on EDGAR? Section 12(i) of the Exchange Act vests the Federal...

California, unlike the federal government, has codified its prohibition on insider trading.  Corporations Code Section 25402 provides:

The California Uniform Trade Secrets Act (CUTSA) provides various remedies for misappropriation of a trade secret (as defined). The legislature, however, was "vexingly oblique" in prescribing the effect of CUTSA on common law claims, such as...

The California Supreme Court has imposed a continuous ownership requirement for shareholder derivative suits under California Corporations Code Section 800.  Grosset v. Wenaas, 42 Cal. 4th 1100 (2008). Thus, a shareholder must maintain continuous...