California Corporate & Securities Law

The passage of the Lex Titia in 43 B.C.E. effectively legalized the end of the Roman Republic.  The law was passed in the crisis arising from the assassination the year before of Gaius Julius Caesar.  The Lex Titia bestowed on three men (the triumviri...

Chapter 5 of the California Corporations Code imposes specific limitations on distributions to shareholders. Because California chartered banks are formed under the California General Corporation Law, one would expect that Chapter 5 applies to...

Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the authority of the board in a...

A dividend involves three steps. First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid. Occasionally, the question arises whether a board may...

California's statutes requiring that publicly held corporations have a minimum number of female directors and directors from "underrepresented communities" rely upon the individual's self identification. Cal. Corp. Code §§ 301.3(f)(1) & 301.4(e)(1)....

One of the many inconveniences imposed by the Covid-19 pandemic has been the difficulty in obtaining notarization of documents. Yesterday, Secretary of State Dr. Shirley N. Weber held a Zoom hearing to discuss whether remote notarization should be...

In 2006, the California legislature reestablished the requirement that certain state agencies designate a small business liaison.  Cal. Gov't Code § 11148.5 added by Cal. Stats. 2006, Ch. 234. A state agency is subject to this requirement if it...

California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification. Cal. Corp. Code § 25130. Transaction...

Section 189 of the California General Corporation Law defines "subsidiary" as follows: