California Corporate & Securities Law

California defines an "obligation" as "a legal duty, by which a person is bound to do or not to do a certain thing." Cal. Civ. Code § 1427. An obligation is created in one of two ways: by contract or by operation of law. Cal. Civ. Code § 1428. The...

When does life begin for a California limited partnership?  The California Uniform Limited Partnership Act of 2008 seems to provide inconsistent answers.  The first is found in Corporations Code Section 15902.01(a).

If you find yourself in Los Angeles on Thursday, consider attending the Los Angeles County Bar Association's 2015 California and Delaware Law Update Symposium & Marvin Greene Award Presentation. Supreme Court Justice Karen Valihura "will share some...

The Securities and Exchange Commission has proposed rule amendments to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111-203, 124 Stat. 1900 (July 21, 2010). Among other things, the SEC is...

Last December, I wrote about J.J. Jelincic, a long-term CalPERS employee who was elected for a four-year term to the Board of Administration of the California Public Employees Retirement System (aka CalPERS). Following Mr. Jelincic's election,...

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy committee - the Assembly...

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report must include the...

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions:

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 3(b)(2)...