California Corporate & Securities Law

Is someone who predicts a future stock market crash and advises reallocating investments to precious metals or real estate an investment adviser?  A recent complaint filed the Commodity Futures Trading Commission, California and 29 other states takes...

Yesterday's big news at the Securities and Exchange Commission was a proposed exemptive order for finders. The question of whether issuers can compensate anyone other than a registered broker for finding investors has bedeviled attorneys and their...

Corporations do not enjoy all the rights of citizenship, but in some cases a corporation's citizenship can be important.  For example, the diversity jurisdiction of the federal courts depends upon establishing two facts.  First, that the amount in...

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...

Suppose you had a ne'er-do-well family member with whom you have not spoken in years. Suppose further that your family member has a minority interest in a restaurant and that you happen to be a vice president of an unrelated restaurant company....

Seven years ago, I posited that forum selection clauses that specify the Delaware Court of Chancery were susceptible to being challenged as impermissible waivers of the right to a jury trial under California's Constitution (emphasis added):

Yesterday, Governor Gavin Newsom signed AB 979 into law.  The new law will apply to publicly held corporations having their principal executive offices in California to have specified numbers of directors from "underrepresented communities".  The law...

As has been previously noted, California's Governor recently signed  AB 1864 (2020 Cal. Stats. Ch. 157) into law (aka the "California Consumer Financial Protection Law"). Broadly speaking, this new law will bestow new regulatory authority on the...

The dernier cri of corporate governance is "stakeholder capitalism", but this begs the question of what makes someone or something a "stakeholder". Originally, the term referred to the person with whom, or on which, bets (the "stakes") were...