California Corporate & Securities Law

Readers of this space will know that I was an early critic of the SEC's whistleblower program.  In 2016, for example, I observed that the SEC had awarded $136 million to only 37 individuals.  Earlier, I posted five theses regarding the SEC's program:

Notably, California has a constitutional limitation on interest rates (Cal. Const. Art. XV, Section 1).   Section 25118 exempts certain evidences of indebtedness that meet specified conditions.  One of these conditions is that either:

Last week, I wrote about California Labor Code § 558.1 which provides that an owner, director, officer, or managing agent of an employer (a "person acting on behalf of an employer") may be liable "as the employer" for violating, or causing to be...

Section 496(a) of the California Penal Code criminalizes the receipt of stolen property.  Section 496(c) provides that a person injured by a violation of Section 496(a) may "bring an action for three times the amount of actual damages, if any,...

Section 558.1 of the California Labor Code provides that a "person acting on behalf of an employer" may be liable "as the employer" for violating, or causing to be violated, any provision regulating minimum wages or hours and days of work in any...

Section 310 of the California Corporations Code concerns two different types of contracts or transactions.  The first concerns a contract or other transaction between the corporation and one or more of its directors, or between the corporation and...

"The time is out of joint; O cursed spite!/That ever I was born to set it right!"*

The term "article" has an interesting etymology.  It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint. Articles, like joints, connect...

The Commissioner of the Department of Financial Protection & Innovation is vested with broad statutory authority to issue orders directing the discontinuance of violations or that a person "desist and refrain" from specified conduct. Cal. Corp. Code...

While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do.  See Are Bylaws Required? In my experience, it is extremely rare to come across a corporation that has not...