California Corporate & Securities Law

On July 19, 2010, I discussed action by written consent of the board pursuant to Corporations Code Section 307.  The statute is remarkably silent on some key points.  For example, while the statute clearly requires that consents be in writing (see...

More than a decade ago, the California legislature added the Capital Access Company Law to the Corporations Code, Stats. 1998, c. 668 (S.B. 2189). The intent of the law was to take advantage of an exemption to the Investment Company Act of 1940 that...

Yesterday, I wrote about Section 413 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("DF Act").  You can watch President Obama's explanation of Wall Street reform here. 

Yesterday was the last day for comments on the Commissioner's proposed rule to address the Court of Appeal's holding in People v. Cole, 156 Cal. App. 4th 452 (2007). I've seen that several persons have submitted comments in addition to myself - all...

With Congress' passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "DF Act"), lawyers across the nation are struggling to come to grips with the act's impact on their clients. Lawyers representing businesses in need of...

Some readers may have noticed that there are currently two Section 307s in the Corporations Code. One version of Section 307 provides in subdivision (d) that it remains in effect only until January 1, 2011. This is commonly referred to as a "sunset...

On July 6, 2010, I reported on a recent Court of Appeal decision that supported Governor Schwarzenegger's attempt to reduce state employees' salaries to the federal minimum wage. The Court of Appeal's holding did not require the Controller to reduce...

Broc Romanek recently posted an item from Alan Parness concerning a security breakdown at the Massachusetts Securities Division.  Alan raises an excellent question about whether a state agency would be as forgiving of someone that it regulates.

There are many fun things to do in Sacramento - have dinner at Frank Fats or visit the California State Railroad Museum.  The capitol building and the museum in the basement are worth visiting.