California Corporate & Securities Law

California attorneys are fortunate to have a wealth of resources at their disposal.  One of these treasures is the Continuing Education of the Bar - California (CEB). The University of California and the State Bar of California founded CEB more than...

In yesterday's post, I mentioned California Corporations Code Section 1001(d). That statute imposes a super-majority shareholder approval requirement for sale of assets transactions covered by Section 1001(a) when the acquiring entity is in...

The California General Corporation Law (CGCL) contemplates three different types of reorganizations - a merger reorganization, an exchange reorganization, and a sale-of-assets reorganization. Cal. Corp. Code § 181. Chapter 12 of the CGCL prescribes...

Delaware lawyers undoubtedly regard the Delaware Supreme Court's decision in VantagePoint v. Examen, Inc., 871 A. 2d 1108 (Del. 2005) as the last word on the internal affairs doctrine. In that case, the Delaware Supreme Court held that the internal...

Many practitioners took note last spring when Vice Chancellor Laster wrote "if boards of directors and stockholders believe that a particular forum would provide an efficient and value-promoting locus for dispute resolution, then corporations are...

The California Office of Administrative Law issues three different publications that are easily confused.  However, it is useful to know the differences.

I'm still cogitating on the Securities and Exchange Commission's definition of "venture capital fund" that it proposed last Friday in Release No. IA-3111.  Here are some first impressions.

Today, the Securities and Exchange Commission proposed a definition of "venture capital fund" for purposes of the new exemption from investment adviser registration under the Investment Advisers Act of 1940. This new exemption was created by Section...

Yesterday, I wrote about a California State Board of Equalization regulation, 18 CCR § 1587, which solemnly declares that canaries are not food animals.  I then recalled that Francois Mitterand's last meal was a small bird, the Ortolan Bunting, that...