California Corporate & Securities Law

Leo Tolstoy's Anna Karenina begins with this famous line:

Chapter 22 of the California General Corporation Law specifies a number of crimes that may be committed by corporations and/or their directors, officers or agents. The penalties for some violations can be significant. For example, a director,...

In 1905, Albert Einstein proposed that light, which until then had been considered to exist as waves, must also be regarded as particles.  Later, Nobel Prize winner Louis-Victor-Pierre-Raymond, 7^th duc de Broglie, found that electrons have wave and...

Last week, the North American Securities Administrators Association issued a comment letter urging the Securities and Exchange Commission not to move forward on its proposal to issue a conditional order exempting finders from the requirement to...

Section 16600 of the California Business & Professions Code declares "every contract" that restrains "anyone . . . from engaging in a lawful profession, trade, or business of any kind is to that extent void". There are only three statutory...

The U.S. Library of Congress is more than just printed books.  Among the millions of books, recordings, photographs, newspapers, maps and manuscripts in its collection, it maintains a legal blawgs web archive. The Library describes this collection as...

The California legislature renamed and expanded the powers of the Department of Business Oversight with virtually no opportunity to comment on the legislation.  On August 25, 2020, Assembly Member Monique Limón gutted AB 1864 and amended it not only...

California, like many other states, imposes a demand requirement on shareholders who want to maintain a derivative action.  Thus, Corporations Code Section 800(b)(2) requires that a plaintiff allege in its complaint with particularity "plaintiff’s...

In August 2019, I wrote about a decision by the Fourth District Court of Appeal finding that a non-compete clause in a patent license agreement was not invalid per se pursuant to Section 16600 of the California Business & Professions Code. Quidel v....