California Corporate & Securities Law

Try searching for "Supreme Court narrows" and you will find numerous law firm memos and and articles with the following headline (or something very close to it): 

To paraphrase Rudyard Kipling, tort is tort and contract is contract, and never the twain shall meet.  Ballad of East and West ("Oh, East is East, and West is West, and never the twain shall meet, Till Earth and Sky stand presently at God’s great...

I have often remarked that the California Financing Law (fka Finance Lenders Law) imposes virtually no substantive lending requirements.  That will change if Steve Glazer succeeds in enacting SB 1235. This bill would require any person engaged in the...

Law firms and legal commentators have been churning out discussions of the Securities and Exchange Commission's Statement and Guidance on Public Company Cybersecurity Disclosures. Rather than simply regurgitate the statement, I will take issue with...

The federal Administrative Procedure Act is both straightforward and general.  It defines a "rule" as "the whole or a part of an agencystatement of general or particular applicability and future effect designed to implement, interpret, or prescribe...

Overstock.com, Inc. is an on-line retailer with its principal executive offices located in Midvale, Utah.  Earlier this month, Overstock.com announced that it had agreed to buy the assets of Houserie, Inc. Both companies are incorporated in Delaware...

In 2010, the United States Congress included both whistleblower incentives and protections in the Dodd-Frank Act. If you are going to reward or protect "whistleblowers", it is helpful to know who they are. Congress helpfully included the following...

Diversity jurisdiction in the U.S. District courts requires complete diversity of citizenship between the parties. 28 U.S.C. § 1332. A corporation can be a citizen of its state of incorporation, as well as the state where it has its principal place...

Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .".  The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....