California Corporate & Securities Law

Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock split, reverse stock split,...

In 2022, the California legislature enacted amendments to the California General Corporation Law allowing corporations formed under that law to ratify or validate otherwise lawful corporate actions.   2022 Cal. Stats.  Ch. 217.  See Cal. Corp. Code §...

The California Corporate Securities Law of 1968 applies a tripartite classification scheme to securities transactions. Corporations Code Section 25110 requires qualification of issuer transactions; Section 25120 requires qualification of...

Merger and acquisition agreements almost invariably include a promise by the seller to continue to operate the business in the "ordinary course". This promise is typically included to provide assurance to the buyer that the business will not change...

Three years ago, Governor Newsom signed AB 1864 into law.  This legislation gave the Department of Financial Protection & Innovation the authority to define unfair, deceptive, and abusive acts and practices in connection with the offering or...

In California practice, a merger reorganization will typically involve two agreements - one short, the other not.  The Corporations Code refers to the shorter agreement as the "agreement of merger".   At a minimum it must include all of the following:

The Fifth Amendment to the United States Constitution provides that “[n]o person shall be … deprived of life, liberty, or property without due process of law.” A similar due process mandate is imposed on the states by the Fourteenth Amendment. In...

Over the years, I have devoted several posts to the question of whether corporate directors are employees:

The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer. One of the plaintiffs, Marc Chan, did not own shares in ArcSOFT...