California Corporate & Securities Law

Section 305 of the California Corporations Code sets forth the rules for filling vacancies on the board of directors. Today's post discusses the somewhat confusing requirements of the statute as it pertains to the filling of of vacancies by the...

Yesterday, John Jenkins writing for DealLawyers.com noted that 49 law firms had signed on to a statement that special purpose acquisition companies (SPACs) are not investment companies subject to registration under the Investment Company Act of...

California famously purports to impose numerous provisions of its General Corporation Law on corporations formed in other states when two tests are met. Cal. Corp. Code § 2115. The first of these tests is determined by averaging the corporation's...

The issue of where an attorney is practicing law is a vexing one in light of modern technology which allows attorneys and their clients to be located just about anywhere in the world. The Covid-19 pandemic has exacerbated matters because so many...

When a corporation or limited liability company fails to pay its taxes, penalties, fees or interest or file a return with the Franchise Tax Board, it will be suspended. If the suspended corporation or LLC enters into a contract while suspended by...

In this post, UCLA Law School Professor Stephen Bainbridge quibbles my description of Delaware's two-step approach to the special litigation committee defense in derivative suits. In particular, he points out that Delaware not only adds a second...

The Davis-Stirling Common Interest Development Act, Cal. Civ. Code § 4000 et seq., regulates condominium developments and other common interest developments (CIDs) in California.  Section 4740(a) states that an owner of a property in a CID shall not...

Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions. Cal. Corp. Code § 2010(a). Further, no action to which a dissolved corporation is a...

Several thousand lenders and brokers are currently licensed by the Department of Financial Protection & Innovation under the California Financing Law. The CFL generally requires that persons engaged in the business of either finance lender or...