California Corporate & Securities Law

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent. Historically, attorneys tended to use male personal pronouns...

The California Financing Law requires that persons engaged in the business of making consumer loans or making commercial loans be licensed by the Department of Financial Protection and Innovation, unless exempt. Cal. Fin. Code §§ 22009 & 22100....

Some venture capital firms have recently begun including so-called "diversity riders" in their term sheets. In general, these require that the issuer and the lead investor make commercially reasonable efforts to include a member of an...

 A little over a year ago, California Governor Gavin Newsom signed  legislation, AB 857 (2019 Cal. Stats. ch. 442) local agencies to establish so-called "public banks", subject to approval by the Department of Financial Protection and Innovation and...

There are equitable remedies and there are legal remedies.  A claimant pursuing a breach of fiduciary claim can choose which type of remedy it seeks.  Choices, like elections, have consequences.

Recently, I came across a proxy statement filed a California corporation seeking shareholder approval to reincorporate in Delaware.  In the midst of a lengthy disquisition on the pros and cons of reincorporation, the issuer noted that the franchise...

"Wipin' out wipe outHey watch outWah wah wahWipin' out wipe out"

All securities transactions by members and employees of the Securities and Exchange Commission must comply with 5 CFR § 200.735-5 which in turn requires compliance with 5 CFR § 4401.102. In general, § 4401.102 adopts a "possession" standard for...

Last Friday's post noted the multiple ways in which a meeting of shareholders may be invalidated. Fortunately, the California General Corporation Law provides several opportunities for curing an improperly called or noticed meeting of shareholders....