California Corporate & Securities Law

The line between a direct and derivative action is often indistinct and hence the object of controversy.

If someone told my younger self that someday people would take photographs with their phones, I would have wondered where you would insert the film.^* Today, the question would be "What is film?" When I headed the Department of Corporations in the...

Beginning January 1, 2024, many companies became subject to the beneficial ownership reporting requirements of the Corporate Transparency Act.   The Financial Crimes Enforcement Network (FinCEN) estimated that the total costs of compliance for this...

The word "contract" is derived from the Latin word contrahere which means to draw (or drag) together.   The California Civil Code defines a "contract" as "an agreement to do or not to do a certain thing". Cal. Civ. Code § 1549. The estimable Bernard...

Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that directors and officers of a...

California generally requires that persons engaged in the business of making loans be licensed. If not licensed under some other statute (such as the banking, credit union or residential mortgage lending laws), a lender will generally be subject to...

Recently, I wrote about the California Office of Administrative Law's rejection of regulations proposed by the Department of Financial Protection & Innovation.  These proposed regulations were intended to "implement, interpret, and make specific...

NRS 107.028(1)(d) requires that a trustee under a deed of trust be a "domestic or foreign entity which holds a current state business license issued by the Secretary of State pursuant to chapter 76 of NRS".   In Mahban v. Prestige Default Services,...

There is certainly no lack of persons actively violating the seventh or eighth commandment (depending upon who is counting).  Last week, the California Department of Financial Protection & Innovation announced that it has learned of persons who are "...