California Corporate & Securities Law

A year ago, Phil Shawe, the Chief Executive Officer of TransPerfect, penned a piece for The Nevada Independent explaining the company's reincorporation from Delaware to Nevada:

"Only it seems to me that once in your life before you die you ought to see a country where they don't talk in English and don't even want to."*

A lot has changed since George Gerro filed an action seeking a declaration that the California finance lender's license issued to BlockFi Lending LLC was both void and improperly issued: Blockfi has filed for bankruptcy; the Department of Financial...

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability company, its internal...

I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada. Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then reincorporated in...

When faced with an unauthorized or defective action, I expect that many practitioners will seek fix the problem by obtaining a ratification of the action.  But will a ratification cure the problem?

Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director:

The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers. This is consistent with the general principle that the business and affairs of a corporation must be managed and all...

The California Corporate Securities Law of 1968 generally requires that the offer and sale of a security in an issuer transaction must be qualified unless exempt or not subject to qualification (due to preemption). Cal. Corp. Code § 25110. Anyone...