California Corporate & Securities Law

In wake of the Sarbanes-Oxley Act, the California legislature saw fit to add Section 2207 to the California Corporations Code. The statute threatens corporations with a $1 million civil penalty if they have actual knowledge that an officer,...

Surprisingly, the California General Corporation Law uses the term "common stock" as opposed to "common shares" in only a single statute. Section 159 of the California Corporations Code defines "common shares" as "shares which have no preference...

Cal. Serv. Emples. Health & Welfare Trust Fund v. Greenbox Servs. LLC, 2021 U.S. Dist. LEXIS 93477 involved a plaintiff's attempt to serve a limited liability company. After thrice failing to serve personally the LLC's agent for service of process,...

"Words, Words, Words"

In Orzeck v. Englehart, 195 A.2d  375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".   Warner...

In 2004, the California legislature enacted an unincorporated associations law as part of the Corporations Code. Cal. Stats. 2004, ch. 178 (SB 1746). At the time, the law governing unincorporated associations consisted of various scattered...

Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations". Although these two terms are maddeningly...

I expect that most plaintiffs in derivative actions do not expect to pay a defendant's attorneys' fees if they lose because under the "American Rule" each side pays their own attorneys' fees, regardless of who wins. A contract may, of course,...

The California Financing Law (fka Finance Lenders Law) requires that persons engaged in the business of making loans be licensed by the Department of Financial Protection & Innovation (fka Department of Business Oversight fka Department of...