California Corporate & Securities Law

The remedy for failure to qualify the sale of a security is either rescission or damages. Cal. Corp. Code § 25503. Thus, one typically expects to see investors alleging a failure to qualify as grounds for returning their investments. In a recent...

California continues to hemorrhage corporate charters to Delaware and Nevada.  The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from California to Delaware....

California courts may exercise personal jurisdiction over nonresidents "on any basis not inconsistent with the Constitution of this state or of the United States". Code Civ. Proc. § 410.10. Seventy years ago, Chief Justice Harlan Fiske Stone...

While serving as General Counsel to California's Business, Transportation & Housing Agency, I was from time to time asked to respond to ersatz summons and other documents issued by "Our One Supreme Court". Given that these "courts" existed only in...

In a recently published article, three professors undertook an empirical analysis of noncompetition and other restrictive postemployment covenants in public company Chief Executive Officer contracts.  Norman D. Bishara, Kenneth J. Martin, and Randall...

Yesterday's post concerned Justice M. Kathleen Butz' recent holding in Yee v. Am. Nat’l Ins. Co., 2015 Cal. App. LEXIS 257 (Cal. Ct. App. 2015). The case involved the California Controller's attempt to examine the records of American National...

Last month, I wrote about reports that the SEC is seeking years of employment agreements, nondisclosure agreements and other documents in an effort to ferret out possible restraints on whistleblowers.  See Is Anything Fishy With The SEC’s...

When I served as Commissioner of Corporations for the State of California, I was sometimes asked about the other Commissioners. However, I never concerned myself with the "other Commissioners" because there were no other Commissioners. Unlike some...

Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer that is required to be licensed and...