California Corporate & Securities Law

Tomorrow will be the anniversary of William Shakespeare's birth in 1564. He died on the same date in 1616, making this the 400th anniversary of his death. Actually, the exact date of his birth is unknown, but it is traditionally given as the same...

The Statue of Three Lies

The California Uniform Partnership Act of 1994 defines a "partnership" to mean "an association of two or more persons to carry on as coowners a business for profit formed under [Cal. Corp. Code] Section 16202, predecessor law, or comparable law of...

Trusts are confusing. Fundamentally, a trust describes a relationship, not a person. Thus, the California Supreme Court has described a trust as "a fiduciary relationship with respect to property in which the person holding legal title to the...

California, unlike other states, has codified the attorney-client (and other evidentiary) privileges.  Cal. Evid. Code §§ 900 et seq.  In an opinion issued last week, the California Court of Appeal provided a nice summary of how a court must assess...

Until 1931, California did not permit the creation of an irrevocable proxy. With the 1931 revision of the General Corporation Law, it became possible to create an irrevocable proxy if that proxy was "coupled with an interest". Former Cal. Corp. Code...

I've recently completed my editing of the annual update to Marsh & Volk's treatise, Practice Under the California Securities Laws.  One source of frustration has been to account for and explain the numerous technical errors in the securities laws....

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners.  They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements:

I don't see that many cases involving California's Cooperative Corporation Law and so I was interested in a recent ruling by Magistrate Judge Laurel Beeler in English & Sons, Inc. v. Straw Hat Rests., Inc., 2016 U.S. Dist. LEXIS 44803 (N.D. Cal....