California Corporate & Securities Law

This last weekend, I took a hiking trip in central Nevada.  Sadly, there is no escape from traffic (see photo below).

Last month, Professor Stephen Bainbridge posed the question of whether California recognizes the de facto merger doctrine outside of the successor liability context.  Here was my response. Less than two weeks later, the Nevada Supreme Court addressed...

California's new gender quota law, SB 826, has attracted widespread attention.  The law mandates that a publicly held domestic or foreign corporation with its principal executive offices, according to the corporation’s SEC Form 10-K, located in...

In February, I noted the introduction of a bill that would require any person engaged in the business of commercial financing to provide specified disclosures to prospective borrowers. On September 30, Governor Brown signed the bill, SB 1235, into...

California's new law imposing gender quotas on boards of publicly held corporations imposes significant new responsibilities on the office of the California Secretary of State. This will put the office in the difficult position of expending time and...

As has been widely noted, the constitutionality of SB 826, California's new gender quota law, is questionable.  It remains to be seen who will bring the challenge and where.  Yesterday, Professor Stephen Bainbridge raised the question of whether the...

California's recent enactment of a gender quota for boards of publicly held corporations may cause some of foreign corporations to consider moving the location of their principal executive offices. The new law, Corporations Code Section 301.3, will...

Now that Governor Brown has signed SB 826 into law, companies area beginning to ask about its scope and application.  SB 826 imposes quotas on the number of female directors of publicly held corporations. The law applies to domestic and foreign...

Earlier this year, the Securities and Exchange Commission proposed a new rule establishing a standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer when making a recommendation of any securities...