California Corporate & Securities Law

In February, I posted this little rumination on the origin of the term "chairman". Then I came across SB 351 introduced late last month by the California Senate Committee on Banking and Financial Institutions. Currently, Sections 5213, 7213 and 9213...

I've often wished that my legal acumen could be judged by the same standard as professional baseball players. If that were the case, I could be wrong nearly 60% of the time and yet be considered one of the greatest legal mavens of all time. I would...

California State Senator Marty Block has introduced a bill, SB 197, that would authorize a licensed finance lender to compensate an unlicensed person or company in connection with the referral of one or more prospective borrowers to the licensee for...

Does California consider membership interests in a limited liability company to be securities?  There are two correct answers to this question - yes and no. As I discussed a few years back, the California Corporate Securities Law preceded even the...

Yesterday, the Securities and Exchange Commission announced "a whistleblower award payout between $475,000 and $575,000 to a former company officer who reported original, high-quality information about a securities fraud that resulted in an SEC...

Last month, I wrote that the SEC's about face in responding to the no-action letter request of Whole Foods Market, Inc. "clearly wasn’t the SEC’s finest hour."  See SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World...

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters "to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents". According to Ms. Ensign, the SEC...

In the last legislative biennium, the Corporations Committee of the Business Law Section of the California State Bar sponsored a bill, AB 713 (Wagner), to clarify the status of finders under the California Corporate Securities Law of 1968. Despite a...

Recently, I came across a prospectus that included a description of California Corporations Code Section 2115 under the caption "Description of Capital Stock".  The description began: