California Corporate & Securities Law

Suppose a businessman purchases inventory from a warehouse and then resells it. Suddenly, the owner of the goods appears and seeks compensation for her goods on the basis that the warehouse had converted the goods. The businessman protests that he...

The California Finance Lenders Law generally requires that a person engaged in the business of making consumer loans and/or commercial loans obtain a license from the Department of Business Oversight. Cal. Fin. Code § 22100. There are, of course,...

Many boards operate with a high degree of collegiality, even when the directors disagree. Some don't. When the board of directors of Gas Natural Inc., a publicly traded natural gas holding company, voted to remove its CEO and Chairman, he allegedly...

A recent California Court of Appeal decision is a helpful reminder that buyers can also be targets of securities fraud suits.  In Goldsholle v. Brisco, 2014 Cal. App. Unpub. LEXIS 7997 (Cal. App. 2d Dist. Nov. 6, 2014), the seller of a company...

Over a year ago, I wrote about an Iowa corporation, Swart Enterprises, Inc., which operates a 60 acre farm in Kansas. Swart has no physical presence in California. It owns no real or personal property in California. However, Swart had invested...

A lot of folks these days are arguing and writing about fee-shifting bylaws as if they were some kind of novel and sudden irruption, like Athena bursting from Zeus' skull. This overlooks the existence of fee-shifting provisions in a myriad of...

In 1984, the U.S. Supreme Court announced a foundational principle of administrative law.  When a court reviews an agency's construction of a statute that it administers, the court should:

Section 27 of the Securities Exchange Act of 1934 provides:

In recent weeks, the U.S. District Court has issued four separate rulings in cases brought by the Federal Deposit Insurance Corporation (FDIC) against former bank managers for breach of fiduciary duty.  Here is a brief recap of these decisions: