California Corporate & Securities Law

The internal affairs doctrine is a conflict of laws principle that recognizes that only one state should have the authority to regulate a corporation's internal affairs. Under the internal affairs doctrine, that special state is the state of...

Many issuers continue to rely on California's limited offering exemption to avoid the necessity of qualifying the offer and sale of their securities. The exemption, found in Corporations Code Section 25102(f), requires that sales be made to not more...

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate resources for...

Last week, the Department of Corporations issued this bulletin which it styled as a "Crowdfunding Update".  The Bulletin makes several important points.

As part of the state budget process, state agencies must appear and testify before legislative budget committees. I recall some stressful moments testifying on the Corporations Committee Budget before a budget committee chaired by then Senator Steve...

Yesterday's post identified some of the differences between the lists of securities in the California Corporate Securities Law and the federal Securities Act of 1933. One difference that I did not mention was California's explicit statement that all...

Both the California legislature and the U.S. Congress have enacted extensional definitions of "security" - that is Section 25019 of the Corporate Securities Law of 1968 and Section 2(a)(1) of the Securities Act each provides a list of what...

California has not one, but two franchise laws.  The Franchise Investment Law ("FIL"), Corporations Code Section 31000 et seq., is administered and enforced by the the Commissioner of Corporations. The Franchise Relations Act ("FRA") is located in...

It's been three years, but the Supreme Court's decision in Citizens United v. Federal Election Comm'n, 558 US 50 (2010) continues to foment a fierce debate about corporate political spending. In February, Representative Adam Schiff of California...