California Corporate & Securities Law

The California legislature recently passed a joint resolution, AJR 22 (Wieckowski & Allen), that is harshly critical of the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010). In that decision,...

On January 1, 2016, the operating agreement of every limited liability company organized under Beverly-Killea Limited Liability Company Act, Cal. Corp. Code §§ 17000 et seq. may be amended. This is no Millerite prophecy. The legislature is poised to...

Dissenters' rights statutes are intended to liberate minority stockholders from the tyranny of the majority. They accomplish this by allowing stockholders who object to specific transactions the opportunity to require the corporation to purchase...

Yesterday, I mentioned Section 18-1104 of the Delaware Limited Liability Company Act which provides the following default rule: "In any case not provided for in this chapter [Chapter 18, Title 6], the rules of law and equity, including the law...

Recently, UCLA Law School Professor Stephen Bainbridge posted this response to the question of "How far will Delaware courts allow an agreement to permit self-dealing in an LLC?" How would this question be answered with respect to a Nevada limited...

As I continue to explore the classical world, I'm frequently reminded of how little the basics of life have changed. In part, this is due to the huge debt that we owe to the Greeks and Romans in the fields of philosophy, government, law and...

In the distant past, agreements were reached and performed contemporaneously. Our ancestors would meet, negotiate an exchange of meat for hides, and be on their way. Without writing, most deal making was necessarily consigned to exist only in the...

On May 9, 2012, Cost Plus, a California corporation, and Bed Bath & Beyond, a New York corporation, issued this press release announcing their agreement for BB&B's acquisition of Cost Plus. The acquisition was to be effected by a cash tender offer...

I find that many California mergers and acquisition lawyers are more comfortable dealing with Delaware than California corporate law. However, there are still many thousands of California corporations that may be in the market to acquire or be...