California Corporate & Securities Law

When a corporation distributes its own securities to its existing shareholders, there is no sale - correct?  Well, maybe not. Corporations Code 25017(f) does exclude from the definition of "sale" any "stock dividend payable with respect to common...

In 2007, a California Court of Appeal held that corporate officers and directors may be subject to licensure as broker-dealers unless they receive a commission for the sale of securities. People v. Cole, 156 Cal. App. 4th 452 (2007). Although the...

Out-of-state practitioners are frequently surprised by some of California's laws, but I'm guessing that very few, if any, California lawyers are familiar with Business & Professions Code Section 16801. That section provides in part:

Although this blog is dedicated to California corporate and securities law topics, I couldn't resist a post regarding this pending decision. 

The Sixth District Court of Appeal recently addressed what it takes for someone to beat an alter ego claim on a motion for summary judgment.  In Zoran Corp. v. Chen, the plaintiff sued several companies and an individual for amounts owed to the...

In the last few weeks, the various appellate districts of the Court of Appeal have been pumping out corporate law opinions.   The most recent, Fox v. JAMDAT Mobile, Inc., involves a stockholder lawsuit against a Delaware corporation, JAMDAT, and its...

Last year, the California legislature enacted AB 1584 as an urgency measure. That legislation required the retirement boards of each public pension or retirement system to develop and implement, on or before June 30, 2010, a policy requiring the...

Yesterday, I wrote about "spot" bills and the process of gutting and amending bills in the California legislature. So why have a spot bill at all? The reason is that the legislative process is supposed to operate according to specific procedures....

Kruss v. Booth is a "must read" for lawyers confronting Section 2115 of the California Corporations Code. Section 2115 represents the California legislature's attempt to thumb its nose at the internal affairs doctrine. That doctrine holds that the...