California Corporate & Securities Law

New General Counsel

In this recent post, I wrote about California's definition of "common shares" in Corporations Code § 159. These are shares that have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment...

In 1988, California enacted a statute to provide a means for beneficial owners of stock to obtain information about the voting of their shares from the persons with the power to vote those shares. Cal. Stats. 1988, ch. 1360. Unfortunately, the...

To say that the Delaware courts and bar are very fond of the internal affairs doctrine is about as controversial as wearing white before Labor Day. If you have any doubts about the sacred status of the doctrine in Delaware, I refer you to the...

Yesterday I was very pleased to read that California's Governor Jerry Brown had announced the appointment of Jan Owen to fill the Commissioner's seat that Preston DuFauchard will be leaving at the end of the year.

With the enactment of the National Securities Markets Improvement Act of 1996, Congress divided registration authority over investment advisers between the Securities and Exchange Commission and state securities regulators. In general, large...

In an earlier post, I wrote about Edwin M. ("Mike") Daugherty who served as California's Commissioner of Corporations from 1922 until 1926 and then from 1931 to 1954. He was succeeded by interim Commissioner Clifford J. MacMillan. Then in March...

Over the years, I've noted that a number of evil twins have walked the corporate securities law stage.

In October, I wrote about a warning from the Secretary of State regarding business theft. One way to steal a corporation's identity is to make a false filing with the Secretary of State listing yourself as an officer. While this can be an initial...