California Corporate & Securities Law

Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada corporations and my post...

Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman.  Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom:

In February, I wrote about a proposed offering that involved a racially based share allocation scheme.  See May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity? Last month, it appeared that the offering was stalled at the Securities...

I have devoted several posts over the years to California's Unincorporated Association Law.  See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First, Is Your Club A Legal Entity?, Is A Biker Gang A...

In Drulias v. 1st Century Bancshares, Inc.30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw, requiring...

I have previously noted certain provisions of a bill amending Nevada's business entity statutes, AB239.  See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To Approve Documents In...

In 2020, the legislature enacted the California Consumer Financial Protection Law.  The CCFPL significantly expanded the regulatory authority of the the Department of Financial Protection & Innovation by granting it the power to enforce any...

In California, it seems that everything must be registered and reported to the state.  A spot bill, SB 789 (Menjivar) was recently amended to require that individuals and entities owning commercial property in the state to register with the...

Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada. Affirm is joining several other well-known and...