California Corporate & Securities Law

Last year, California enacted AB 1864, Cal. Stats. 2020, Ch. 157, creating the California Consumer Financial Protection Law (CCFPL) under Division 24 of the Financial Code. Remarkably, the legislature left it up to the Department of Financial...

I often hear lawyers ask witnesses X is a "fair statement". When I hear this expression, I wonder do they mean is X an accurate statement or something else? If they mean that the statement is literally "fair", as in just and equitable, then the...

Nearly a decade ago, I commented on the ambiguity that inheres in "shall":

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7). The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section...

Over the last two years, I have written about California's nascent entry into public banking.  See Would You Bank On Los Angeles?, Governor Signs Bill Authorizing Public Banks - What Could Possibly Go Wrong?, and When, If Ever, Will California...

On Monday, the Nevada legislature commenced its 81^st session.   The legislature meets biennially in odd numbered years.  The Session is limited to 120 days.  Nev. Const. Art. 4, § 2.  Yesterday, Senator James Ohrenschall introduced SB 95 which would make...

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors. The statute lists three instances when the "board alone" may adopt...

In Golden Road Motor Inn, Inc. v. Islam, 132 Nev. 476, 488, 376 P.3d 151, 159 (2016), the Nevada Supreme Court held that district courts cannot, on their own, blue-pencil a noncompetition agreement to remove unreasonably restrictive, and thus...

What happens when a fundamental policy collides with an unwaivable right?  At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr.  in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14. In that case, the fundamental...