California Corporate & Securities Law

Choosing a name for a business entity is one thing, getting that name approved by the California Secretary of State is another. The Corporations Code places specific restrictions on the names of corporations, limited partnerships and limited...

Professor Stephen Bainbridge recently wrote on whether operating agreements of limited liability companies are subject to the Statute of Frauds.  He notes "In a majority of states, the operating agreement may be written or oral, although some states...

"San Francisco is a city of startling events. Happy is the man whose destiny it is to gather them up and record them in a daily [blog]!"*

California's Labor Code currently prohibits employers, or persons acting on their behalf, from retaliating against employees who "blow the whistle". Cal. Lab. Code § 1102.5. The same statute also prohibits employers, or persons acting on their...

California Civil Code Section 1550 provides that only four elements are "essential" to the existence of a contract:

Many terms associated with contracts and contract formation are of latin origin:

The California Franchise Tax Board recentlyproposed a new regulation that will add to the growing list of reasons for corporations to consider moving their headquarters to some other state. The new regulation purports to “clarify” existing law by...

NRS 78.138(3) imposes a statutory presumption that other than in cases of a change in control of the corporation, directors and officers, in deciding upon matters of business, act in good faith, on an informed basis and with a view to the interests...

In the last several weeks, California's Department of Financial Protection and Innovation (fka the Department of Business Oversight) has issued a number of consumer alerts involving companies fraudulently claiming to hold a DFPI license. For...