California Corporate & Securities Law

As explained in this memorandum by Richards, Layton & Finger, PA, Delaware recently enacted the Delaware Certification of Adoption of Transparency and Sustainability Standards Act.  This legislation will allow a Delaware entity to signal its...

Many were upset with the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission,  Citizens United v. FEC, 558 U.S. 310 (2010). The California legislature was so upset that it passed a resolution memorializing its disagreement...

Suppose you had just lost a $1 million gambling in Las Vegas. The wise thing to do would be to stop, but you don't. The house accommodates you by extending another million dollars in "credit" for which you sign markers. Unfortunately, luck is not a...

Section 25235 of the California Corporations Code declares that is unlawful for an investment adviser to engage in a number of specified activities, including employing "any device, scheme, or artifice to defraud any client or prospective client"....

Section 2116 of the California Corporations Code generally provides that the directors of a foreign corporation transacting intrastate business in California will be liable for a violation of official duty according to any applicable laws of the...

I always find outdated statutory references to be annoying, particularly when I'm dealing with a statutory scheme for the first time. I recognize that the fun of legislation lies in writing new laws, but with the power to make law should come the...

Like Agur, I find some things are beyond my ken.  It is, for example, beyond my understanding why the Securities and Exchange Commission thought it would be a good idea to use three different measures of time in Rule 144.   

When the legislature enacted the former Beverly-Killea Limited Liability Company Act in 1994 it included a levy on LLCs equal to specified dollar amounts based on the total income from all sources reportable to this state for the taxable year. In...

Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board". Professor Marsh's treatise...