California Corporate & Securities Law

The 1735 edition of Jonathan Swift's Gulliver's Travels includes a frontpiece portrait of Capt. Lemuel Gulliver.  Beneath the portrait is a Latin phrase - Splendide Mendax.  This phrase is a snippet from the Roman Poet Horace's Odes (Book III, Poem...

In "Delaware Court of Chancery 'Overrules' Federal Court", I wrote about Vice Chancellor J. Travis Laster's ruling Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012) to allow a derivative...

Companies subject to the reporting requirements of the Securities and Exchange Act are required to file a Current Report on Form 8-K with the Securities and Exchange Commission within four business days of the retirement, resignation or termination...

One of the principal distinctions between corporate officers and directors is that officers have the authority of autonomous action as corporate agents while directors must act collectively.  As discussed in "Worlds In Collision – Agency Law And A...

Last September, I wrote about California's unincorporated associations law.  In "Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First", I noted that Title 3 of the California Corporations Code addresses a...

Recently, I wrote about what happens when an incorporator dies. This will be an issue, of course, only when the incorporator is a natural person. Thus, the problem of the dead incorporator can be avoided entirely by having a non-natural person, such...

The California Corporate Securities Law requires that offers and sales of securities in any "nonissuer transaction" be qualified unless exempt or not subject to qualification. Cal. Corp. Code § 25130. This is an important first principle to keep in...

Yesterday, I wrote about the unfortunate situation of an incorporator dying before the articles of incorporation are filed.  In response, at least two people asked about a different situation.  What do you do when the incorporator dies after the...

One or more natural persons may form a corporation under the California General Corporation Law "by executing and filing articles of incorporation". Cal. Corp. Code § 200(a). A corporation's existence begins upon the second of these acts - the...