California Corporate & Securities Law

Tomorrow is an important day for the California legislature because it is the last for bills to be introduced (Joint Rule 61(a)(1) and Joint Rule 54(a)). After a bill has been introduced, it may not be heard by any committee or acted upon by either...

Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance. In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item 15. Some registrants...

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring, to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

California Assembly Member Al Muratsuchi introduced a bill, AB 511, which would add a new transactional exemption to the qualification requirement of the California Corporate Securities Law of 1968. As introduced, the exemption would be available...

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...