California Corporate & Securities Law

Earlier this week, the Securities and Exchange Commission announced awards to three whistleblowers totaling more than $7 million.  That is about all anyone can say about the awards.  The SEC's order is only 448 words long, including numerous...

Can the President say "You're Fired!" to an SEC Commissioner?

In December last, the Department of Business Oversight published the 2016 Commissioner’s Report on the Offer or Sale of Securities by Permit under Corporations Code Section 25113. This report, which is required by California Corporations Code...

The last two posts have discussed what a corporation may do with fractions of shares.  I entitled the first of these posts "Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage" in partial reference to the song by Neil Sedaka and Howard...

Yesterday's post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits rounding to the nearest whole...

The California General Corporation Law explicitly authorizes a corporation to issue fractional shares.  Cal. Corp. Code § 407.  A corporation, however, is not required to do so.  Id.  In lieu of issuing fractions, a corporation may in connection with...

Last week, Broc Romanek's Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split.  Today, I'll weigh in with a California perspective.

The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is "doing business" in California. Cal. Rev. & Tax Code § 23151. This tax is imposed without regard to...

One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is a corporation, there is always a question of whether the person or persons signing the contract have the authority to do so on...