California Corporate & Securities Law

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights. 6 Del. Code § 18-210. Does this mean that a Delaware LLC with...

Suppose a corporation's Chief Executive Officer becomes involved in a particularly abhorent (but legal) political movement. Suppose further that the Board of Directors is concerned that the corporation's stockholders, customers and employees will...

CalPERS recently gave notice that it is proposing to adopt a new rule requiring disclosure of conflicts of interests by consultants and external managers.  Under the California Administrative Procedure Act, Cal. Gov't Code § 11340 et seq., an agency...

California requires persons who are engaged in the business of making loans to be licensed under the Finance Lenders Law.  Cal. Fin. Code § 22000 et seq.  This had been an issue for venture capital funds that extended bridge loans to see portfolio...

California's Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two allegations could bar...

I expect that that most lawyers can explain the difference between the "burden of proof" and the "standard of proof". Some lawyers might be more challenged in distinguishing between "standard of proof" and "standard of "review". Others might...

Two years ago, I coined the term "“ARR Ratio”. The ARR Ratio (Adopting Release to Rule Ratio) is calculated by dividing the total number of words in the Adopting Release by the total number of words in the actual text of the rule being adopted. For...

Section 407 of the California Labor Code provides:

In 2005 and 2006, the biggest little city in the world (aka Reno, Nevada) issued approximately $211 million in securities employing Goldman, Sachs & Co. as its sole underwriter and broker-dealer. The financing didn't work out and Reno initiated...