California Corporate & Securities Law

California has codified various legal and equitable maxims in its Civil Code. However, a quick read of some of these maxims leaves one wondering whether the legislature has simply codified the sayings of Yoda.

Last week, I attended the 23^rd Annual Corporate Law Institute sponsored by Tulane University Law School. Here are some notes.

In 2009, the Securities and Exchange Commission amended Form 8-K to require reporting companies to report shareholder voting results within four business days.  How do shareholders in private companies get access to this information?

Yesterday, the California Court of Appeal issued a brief, yet interesting, opinion that addressed several questions of California corporate law, Monty v. Leis, Cal. Ct. of Appeal (Div. 6) 2d Civil No. B225646 (March 30, 2011).

Golden parachute arrangements are often included in discussions of anti-takeover devices.  For example, the late Harold Marsh, Jr. in his magnum opus, Marsh's California Corporation Law, discusses golden parachutes in a section entitled "Defenses of...

The California Constitution covers many things - everything from the right of privacy (Art. I, Sec. 1) to the rate of interest that may be imposed on a loan or forbearance (Art. XV).

Bill Haraf, Commissioner of Financial Institutions, was one of the many witnesses who testified last week at the California legislature's joint informational hearing entitled "The Dodd-Frank Wall Street Reform and Consumer Protection Act: Initial...

As I mentioned in this March 11 posting, Senator Ed Hernandez has introduced a bill, SB 398, that is intended to clean-up some of the many questions arising under legislation, AB 1743, that was enacted last session. In general, AB 1743 requires...

In 2007, the California Court of Appeal fired what I called at the time "a shot not heard" when it issued its opinion in People v. Cole, 156 Cal. App. 4th 452 (2007). Seemingly, a key holding of that case was that corporate officers and directors of...