California Corporate & Securities Law

Naming a corporation can be an exercise in frustration.  Just when you decide on a name, you find that it's unavailable because someone else has already taken it.  See Naming a Business Is Never Easy in California.

This being an even numbered year, last Friday (June 1) was the deadline for each house to pass bills that were introduced in that house. Joint Rule 61(b)(11). Although it was initially close, I was disappointed to see that the Senate passed SB 1208...

The Governor's reorganization plan provides for the demotion of the Departments of Corporations and Financial Institutions to the status of divisions within a newly created Department of Business Oversight.  As I discussed in post, the plan is likely...

I'm not a big app user on my phone, but there are a few that I like and use. One is Lexiphanes which provides access to the Liddell-Scott-Jones Greek-English Dictionary (1924) and Autenrieth's (1889) Homeric Lexicon. There is some humor in this...

In my October 2010 post "Don't Talk Trash About A California Bank", I discussed Financial Code Section 756 (subsequently reenacted verbatim as Section 1327). That statute generally criminalizes spreading false rumors about a bank. In my post, I...

The California Constitution (Art. I, § 16) guarantees an "inviolate" right to a "trial by jury".  In a civil case, the right to a jury may be waived by "the consent of the parties expressed as prescribed by statute".  Id. The California legislature...

Corporations form subsidiaries for a variety of purposes. For example, a corporation may form a subsidiary to acquire or hold specific assets or to engage in a merger or other transaction. The sale of shares to the parent is a sale of securities...

Contracts often include clauses requiring the parties to exercise their "best efforts" but don't say what exactly this means.  For example, a merger agreement may require parties to use their best efforts to secure all necessary regulatory approvals.

Corporations Code Section 307(a)(8) sets forth the general voting rule applicable to actions by directors. It provides that the decision made by a majority of directors present at a duly held meeting at which a quorum is present is the act of the...