California Corporate & Securities Law

Some words seem to exist only in the negative.  One such word is "uncouth", which means lacking refinement.  For example, the Court of Appeal in People v. Williamson, 207 Cal. App. 2d 839 (1962) upheld a conviction for selling an obscene book, which...

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt "M&A brokers" from the broker registration requirements of the Securities Exchange Act of 1934.  In this letter to...

The advent of social media has dramatically lowered the cost to consumers of acquiring and disseminating information. Formerly, only a handful of people might hear about a bad experience with a retailer or service provider. Now, it's possible for a...

Yesterday, the Securities and Exchange Commission announced "charges" against 28 officers, directors, or major shareholders for failing to report timely ownership and transactions as required by Section 16(a) and Section 13 of the Securities and...

Technology continues to challenge the law. For example, what does it mean for someone to have an address? Is that where a person is physically located or where that person can be found in cyberspace? Such were the questions confronting the Appellate...

In the recent California gubernatorial debate, Governor Jerry Brown defended his decision to appeal Judge Rolf M. True's ruling in Vergara v. California, Cal. Super. Ct. Case No. BC484642 (June 10, 2014). The case has attracted widespread attention...

The title of this recent law review article frames the problem well, At the Whim of Your Adversaries: California's Hazards in Sell-Side Representation and Waiver of Attorney-Client Privilege, 54 Santa Clara L. Rev. 651 (2014). In this article, the...

Even though a corporation has dissolved, there may still be a need to take certain corporate actions. For example, the corporation may need to continue to prosecute or defend lawsuits, file a final franchise tax return, or collect and dispose of...

In an article published last summer, Professors Stephen Bainbridge and M. Todd Henderson argued that "significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business entities) to provide board...