California Corporate & Securities Law

Just last week, the California Taxpayers Association reported:

The typical private fund is organized as a limited partnership or limited liability company that is managed by a general partner or manager. The fund manager is usually compensated in three ways - an annual management fee (often 2%), a carried...

In 2007, the Department of Corporations issued this Desist & Refrain Order against Mahmoud Karkehabadi and others for violations of the Corporate Securities Law of 1968. The Department also made a criminal referall to the California Attorney...

Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman), which provided for the conversion of partnerships and limited liability companies to other types of business...

As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. "Parol" is derived from the French word, "parole" meaning speech. The parol evidence...

The California Corporate Securities Law of 1968 includes numerous "thou shall nots". One might assume that a violation of any of these statutory prohibitions leads ineluctably to civil liability. However, the drafters of the CSL explicitly eschewed...

Much attention is focused on the power of corporations to indemnify corporate officers and other agents. In California, this is addressed by Corporations Code Section 317, which establishes the power to provide indemnification, and Section...

Arthur Andersen was one of the many casualties of the collapse of Enron Corporation. In 2002, a jury found the once well respected firm guilty of violating 18 U.S.C. §§ 1512(b)(2)(A) and (B). These sections make it a crime to "knowingly use...

A decision issued yesterday by the Ninth Circuit Court of Appeals illustrates the peril that can inhere in offering a company stock alternative in a plan governed by the Employee Retirement Income Security Act (ERISA).