California Corporate & Securities Law

California's Uniform Limited Partnership Act of 2008, commonly known as Re-RULPA, established a mechanism by which partners can avoid a judicial dissolution of the partnership by purchasing for cash the partnership interest owned by the partners...

In Democracy in America, Alexis de Tocqueville devoted an entire chapter to the propensity of Americans to form associations.  In particular, he observed:

In 1968, Congress enacted the Williams Act to regulate tender offers. Two decades later, the California legislature enacted Corporations Code Section 1203 to impose additional requirements on tender offers and other specified transactions by an...

The recently completed proxy season has yielded a virgin crop of shareholder "say-on-pay" votes, as required by Section 951 of the Dodd-Frank Act. Although not required by Congress, the Securities and Exchange Commission amended Item 402(b)(1) of...

Recently, I read this article about how the Department of Labor, the Internal Revenue Service and states are targeting pay practices of home builders. This got me thinking about how industry enforcement sweeps can be a very effective enforcement...

When a corporation is formed under the California General Corporation Law, an incorporator (or incorporators) signs the initial articles of incorporation and files them with the California Secretary of State. Corporations Code § 200(a). The articles...

Recently, I spoke at an "essentials" program presented by the Society of Corporate Secretaries and Governance Professionals. I was asked to speak on "what is corporate governance"? In my view, practitioners are so caught up in the details of...

One of the jobs of an inspector of election is to determine the validity and effect of proxies.  See, e.g., Cal. Corp. Code § 707(b) and 8 Del. Code § 231(b)(2). However, the validity and effect of proxies will depend upon state law. I'm guessing...

The August 2011 Monthly Bulletin published by the Department of Financial Institutions recently arrived in my inbox. One article caught my eye and caused me to revisit the status of state regulation of the offer and sale of bank securities in light...