California Corporate & Securities Law

Last week, I wrote about a proposal by the Nevada Secretary of State to ban the establishment of  a corporation for an "illicit purpose".  Currently, Nevada specifically authorizes the formation of corporations to transact any "lawful" business and...

For some time, I've been critical of that bit of legislative legerdemain known as the "spot bill".  See See Spot Run. A spot bill is a bill that is essentially empty of any content, usually because the bill makes some minor, non-substantive change...

Yesterday, Broc Romanek noted the continuing interest in mandating disclosure of political spending by corporations.   See Battle Lines Being Drawn: Political Spending Disclosures.   We are also seeing activity here in California.

Before shareholders may take action at a meeting, a quorum must be established.  See When The Best Offensive Strategy May Simply Be To Stay Home. The existence of a quorum does not guaranty that action has been validly taken at a shareholders'...

The SEC's Investor Advisory Committee held another meeting last week with Elisse B. Walter making her first public appearance as SEC Chairman.  She and Commissioner Luis A. Aguilar had many kind words for the Committee's recommendations with respect...

Corporations often amend their articles of incorporation to create one or more new classes of securities. These newly created classes often have priority over the previously issued and outstanding shares. Does the amendment or issuance of these...

California's Unruh Civil Rights Act, Civil Code Section 51, generally provides that all persons within California are free and equal, regardless of their sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic...

Corporations Code Section 25701 is California's anti-waiver statute. It provides that "Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule or...

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law.  See A Forum Selection Clause Issue That You May Not Have Heard About Until Now. It also...