California Corporate & Securities Law

The state, of course, likes to see corporations pay their taxes. When a corporation fails to do so, "the corporate powers, rights and privileges of a domestic taxpayer may be suspended, and the exercise of the corporate powers, rights, and...

In yesterday's post, I mentioned Professor Joan Heminway's recent essay on crowd funding. She notes that some crowd funding arrangements may "may look less like investment instruments commonly known as common stock or debentures, and more like...

In a recently published essay, Professor Joan Heminway asks "What is a Security in the Crowdfunding Era?"  She observes:

In corporate groups, who employs whom may not be entirely clear. For example, an employee may have an employment agreement with a subsidiary but think of herself as being employed by the corporate parent. The identity of the employer may be...

Questions about the use of finders have bedeviled transactional lawyers for years. The need for finders is the unintended consequence of the federal and state securities law exemptions that are conditioned on the absence of a general solicitation....

In Silver Hills May Tarnish Crowdfunding, I wrote about Justice Roger J. Traynor's alternative definition of "security" under the predecessor to the Corporate Securities Law of 1968.  Silver Hills Country Club v. Sobieski, 55 Cal. 2d 811 (1961)...

California's current limited liability act permits indemnification of any person (including any manager, member, officer, employee, or agent of the limited liability company) against judgments, settlements, penalties, fines, or expenses of any kind...

Section 278 of the Delaware General Corporation in effect limits suits against dissolved corporations to a period of three years from dissolution. In contrast, Section 2010 of the California Corporations Code sets no time limitation for suing a...

According to Black's Law Dictionary, a "gift" is a "voluntary transfer of property to another made gratuitously and without consideration". Thus, it would seem that a gift could not be a sale. The California Corporations Code, however, takes a...